春秋航空(601021) - 2025 Q2 - 季度财报

Important Notice This section confirms the board and senior management's assurance of the report's truthfulness, accuracy, and completeness, and discloses the 2025 semi-annual profit distribution plan 2025 Semi-Annual Profit Distribution and Share Repurchase Overview | Indicator | Amount (CNY) | | :--- | :--- | | Net Profit Attributable to Shareholders (Consolidated) | 1,168,631,539 | | Net Profit of Parent Company | 705,987,267 | | Proposed Cash Dividend Per Share (Tax Incl.) | 0.43 | | Total Proposed Cash Dividend (Tax Incl.) | 417,621,400.37 | | Cash Dividend as % of Consolidated Net Profit | 35.74% | | Share Repurchase Amount Implemented in H1 | 190,398,675.44 | | Total Cash Distribution and Repurchase | 608,020,075.81 | | Total Cash Distribution and Repurchase as % of Consolidated Net Profit | 52.03% | - Forward-looking statements regarding future plans and development strategies in this report do not constitute a substantive commitment to investors, who are advised to be aware of investment risks[8] - The company has no non-operating funds occupied by controlling shareholders or other related parties, nor has it provided external guarantees in violation of prescribed decision-making procedures[9][10] Section I Definitions This section defines key terms and abbreviations used in the report, covering company entities, industry operational metrics, and the reporting period, ensuring clear understanding of professional terminology - "Spring Airlines", "Company", or "the Company" refers to Spring Airlines Co., Ltd., with financial data and related financial information including subsidiaries[15] - "Reporting Period" refers to January 1, 2025, to June 30, 2025[16] Definitions of Key Air Transport Indicators | Term | Definition | | :--- | :--- | | Revenue Ton-Kilometers (RTK) | Sum of the product of weight of passengers, cargo, and mail on each flight segment and the distance of that segment, basic unit is "ton-kilometer" | | Available Ton-Kilometers (ATK) | Sum of the product of available payload and segment distance, reflecting the comprehensive carrying capacity of aircraft in transport, basic unit is "ton-kilometer" | | Revenue Passenger-Kilometers (RPK) | Sum of the product of passenger volume (persons) on each flight segment and the distance of that segment, reflecting the comprehensive production indicator of passenger displacement in the air, basic unit is "passenger-kilometer" | | Available Seat-Kilometers (ASK) | Sum of the product of available seats on each flight segment and the distance of that segment, reflecting the passenger carrying capacity of transport flights, basic unit is "passenger-kilometer" | | Passenger Load Factor | Ratio of actual Revenue Passenger-Kilometers to Available Seat-Kilometers, reflecting the seat utilization rate in transport flights | Section II Company Profile and Key Financial Indicators This section provides Spring Airlines' basic company information, contact details, registered address changes, information disclosure channels, and stock overview, along with key financial data and indicators for H1 2025, explaining changes in net profit and cash flow, and disclosing non-recurring gains and losses I. Company Information This section provides Spring Airlines' official name, abbreviation, foreign name and its abbreviation, and the basic information of its legal representative - The company's Chinese name is 春秋航空股份有限公司, its foreign name is Spring Airlines Co.,Ltd., and its legal representative is Wang Yu[18] II. Contact Person and Contact Information This section lists the names, contact addresses, telephone numbers, fax numbers, and email addresses of the company's Board Secretary and Securities Affairs Representative for investor communication - The Board Secretary is Chen Ke, the Securities Affairs Representative is Xu Liang, both with the contact address at Spring Airlines Headquarters Building, No. 2599 Hongqiao Road, Shanghai, and the email address ir@ch.com[19] III. Brief Introduction to Changes in Basic Information This section briefly describes the change in the company's registered address in June 2025 - The company's registered address changed from "No. 1558 (B) Dingxi Road, Changning District, Shanghai" to "No. 2599 Hongqiao Road, Changning District, Shanghai" in June 2025[20] IV. Brief Introduction to Changes in Information Disclosure and Document Custody Locations This section specifies the company's designated information disclosure newspapers, the website address for semi-annual reports, and the location where the company's semi-annual reports are kept - The company's selected information disclosure newspapers are "China Securities Journal" and "Securities Times", the website for semi-annual reports is www.sse.com.cn, and the report custody location is the company's Board of Directors Office[21] V. Company Stock Profile This section provides the company's stock listing information, including stock type, listing exchange, stock abbreviation, and stock code - The company's stock is A-shares, listed on the Shanghai Stock Exchange, with the stock abbreviation Spring Airlines and stock code 601021[22] VII. Key Accounting Data and Financial Indicators This section details the company's key accounting data and financial indicators for H1 2025, comparing them with the prior year, explaining major changes in net profit and net cash flow, and disclosing non-recurring gains and losses (I) Key Accounting Data This section presents the company's operating revenue, total profit, net profit, net cash flow, and period-end assets and net assets for H1 2025, comparing them with the prior year or prior year-end 2025 H1 Key Accounting Data (Consolidated) | Indicator | Jan-Jun 2025 (CNY) | Prior Year Period (CNY) | % Change from Prior Year Period | | :--- | :--- | :--- | :--- | | Operating Revenue | 10,304,467,333 | 9,875,103,007 | 4.35 | | Total Profit | 1,542,895,172 | 1,503,961,344 | 2.59 | | Net Profit Attributable to Shareholders | 1,168,631,539 | 1,360,572,268 | -14.11 | | Net Profit Attributable to Shareholders (Excl. Non-Recurring Items) | 1,148,632,527 | 1,355,255,039 | -15.25 | | Net Cash Flow from Operating Activities | 2,790,132,521 | 3,212,568,388 | -13.15 | | Period-End Data | Current Period-End (CNY) | Prior Year-End (CNY) | % Change from Prior Year-End | | Net Assets Attributable to Shareholders | 17,528,148,074 | 17,380,895,272 | 0.85 | | Total Assets | 46,234,818,972 | 43,835,011,780 | 5.47 | (II) Key Financial Indicators This section lists the company's basic earnings per share, diluted earnings per share, earnings per share after deducting non-recurring items, and weighted average return on net assets for H1 2025, explaining the reasons for the year-on-year decline in net profit and net cash flow from operating activities 2025 H1 Key Financial Indicators | Key Financial Indicator | Current Period (Jan-Jun) | Prior Year Period | % Change from Prior Year Period | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | 1.20 | 1.39 | -13.67 | | Diluted Earnings Per Share (CNY/share) | 1.20 | 1.39 | -13.67 | | Basic EPS (Excl. Non-Recurring Items) (CNY/share) | 1.18 | 1.39 | -15.11 | | Weighted Average ROE (%) | 6.56 | 8.28 | Decrease of 1.72 percentage points | | Weighted Average ROE (Excl. Non-Recurring Items) (%) | 6.45 | 8.25 | Decrease of 1.80 percentage points | - Although total profit increased year-on-year, net profit attributable to shareholders (before and after non-recurring items) decreased year-on-year, mainly due to the company utilizing deductible losses from previously unrecognized deferred income tax assets in the prior year, which significantly reduced income tax expenses[24] - The decrease in net cash flow from operating activities was primarily due to an increase in maintenance prepayments during the reporting period[25] - The company cancelled 215,382 shares held in the share repurchase special securities account on January 27, 2025, as they had reached the three-year repurchase period, leading to corresponding changes in total share capital and registered capital[25] IX. Non-Recurring Gains and Losses and Amounts This section lists the company's non-recurring gains and losses and their amounts for H1 2025, totaling 19.99 million CNY 2025 H1 Non-Recurring Gains and Losses | Non-Recurring Gain/Loss Item | Amount (CNY) | | :--- | :--- | | Government grants recognized in current profit or loss | 27,062,944 | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises, excluding effective hedge accounting related to normal business operations | -9,925 | | Other non-operating income and expenses apart from the above | -387,670 | | Less: Income tax impact | 6,666,337 | | Total | 19,999,012 | Section III Management Discussion and Analysis This section comprehensively reviews Spring Airlines' H1 2025 operations, including its low-cost business model, industry trends, operational data, fleet development, route network expansion, revenue management strategies, ancillary business innovation, cost control measures, and service quality improvements, while also analyzing core competitive advantages and identifying industry and operational risks I. Overview of the Company's Industry and Main Business During the Reporting Period This section details Spring Airlines' business model and market positioning as one of China's first private low-cost airlines, and analyzes the overall international and Chinese air transport industry in H1 2025, including passenger volume growth, cargo slowdown, profitability improvement, safety and service enhancements, and the industry's cyclical, seasonal, and regional characteristics - Spring Airlines is positioned as a low-cost airline, primarily engaged in domestic, international, Hong Kong, Macau, and Taiwan air passenger and cargo transport, with a fleet of 133 A320 series aircraft as of June 2025[31] - Global air passenger volume (measured by RPK) is projected to grow by 5.8% in 2025, with the industry average load factor expected to reach a historical peak of 84%; total global air transport industry revenue is projected to reach a new high of 979 billion USD, with net profit reaching 36 billion USD[32][33] - In H1 2025, China's civil aviation total transport turnover, passenger transport volume, and cargo and mail transport volume increased by 11.4%, 6.0%, and 14.6% year-on-year, respectively, reaching new highs in transport scale[37] - The profitability of China's air transport industry fluctuates significantly, influenced by macroeconomic conditions, international crude oil prices, RMB exchange rate fluctuations, and major unforeseen events; the decline in jet fuel costs in H1 2025 somewhat eased cost pressures for airlines, but industry profitability still faces considerable pressure[40][42] - The air transport industry exhibits clear cyclicality (influenced by macroeconomics), seasonality (peak seasons during Chinese New Year and July-August, off-peak in January-March, June, November-December), and regionality (base airports)[43] II. Discussion and Analysis of Operating Performance This section details Spring Airlines' operating performance in H1 2025, including transport volume, load factor, revenue levels, fleet expansion, route network optimization, revenue management, ancillary business development, flight punctuality, foreign currency asset and liability management, cost control, and service quality improvements, demonstrating the company's operational resilience and strategic adjustments in a complex market environment 2025 H1 Key Operating Data Comparison | Item | Jan-Jun 2025 | Jan-Jun 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue Ton-Kilometers (RTK) (ten thousand ton-kilometers) | 241,295.76 | 221,503.48 | 8.94% | | Revenue Passenger-Kilometers (RPK) (ten thousand passenger-kilometers) | 2,652,891.04 | 2,444,804.23 | 8.51% | | Passenger Volume (ten thousand passengers) | 1,521.89 | 1,390.53 | 9.45% | | Average Passenger Load Factor (%) | 90.52 | 91.31 | Decrease of 0.79 percentage points | | Passenger-Kilometer Yield (CNY) | 0.377 | 0.393 | -4.24% | | Number of Operating Routes (as of period-end) | 251 | 222 | 13.06% | | Number of Cities Served (as of period-end) | 105 | 101 | 3.96% | | Average Daily Aircraft Utilization (hours) | 9.74 | 9.28 | 4.96% | - In H1 2025, the company achieved operating revenue of 10.30 billion CNY and total profit of 1.54 billion CNY, representing year-on-year increases of 4.3% and 2.6%, respectively[49] - The company introduced 4 Airbus A320neo aircraft in H1, bringing the total fleet to 133 A320 series aircraft with an average age of 7.7 years; international route capacity has largely recovered to 2019 levels, with a total of 251 operating routes[54] - The company's registered members exceeded 98.13 million, a year-on-year increase of approximately 8.1%; e-commerce direct sales (including OTA flagship stores) accounted for 99.7%[70] - The company's unit cost was 0.303 CNY, a 3.5% decrease from the prior year, primarily due to lower international oil prices and improved aircraft daily utilization[75] III. Analysis of Core Competitiveness During the Reporting Period This section deeply analyzes Spring Airlines' core competitive advantages, including its unique "single type, high utilization, low cost" low-cost operating model, the air travel platform advantage with its controlling shareholder Spring Tour, flexible pricing strategies, hub and route network centered in Shanghai, diversified ancillary revenue, independently developed information technology systems, and experienced management team and unique corporate culture, while also identifying challenges in securing route resources at hub airports - The company's operating model is characterized by "two singles" (single aircraft type A320 series, single economy class), "two highs" (high load factor, high daily aircraft utilization), and "two lows" (low sales expenses, low administrative expenses), effectively controlling costs[78][79][80][81] - The company possesses a unique air travel cooperation advantage, with its controlling shareholder Spring Tour being one of the largest travel agencies nationwide[82] - The company uses Shanghai Hongqiao and Pudong airports as hub bases and focuses on developing second- to fourth-tier markets, forming a route network covering major domestic regions and key Northeast and Southeast Asian countries[84] - The company highly values the development of ancillary business revenue, enhancing profit contribution through unbundling product services and innovating products such as "Fly As You Wish series packages" and "Pet Fly"[85][86] - The company owns the earliest independent distribution, reservation, settlement, and departure systems in China, separate from the TravelSky system, and actively explores the application of large model technologies like Deepseek in aviation business[87][88] - The company faces the challenge that operations and trunk line transport at some domestic hub airports are nearing saturation, placing it at a disadvantage in applying for route and segment resources at these airports[90] IV. Major Operating Conditions During the Reporting Period This section details the company's financial statement item changes, asset and liability status, and investment activities for H1 2025, noting significant increases in financial expenses, taxes and surcharges, other income, and income tax expenses, while net cash flow from operating activities decreased; balance sheet items such as prepayments, right-of-use assets, other payables, and lease liabilities all experienced substantial changes with explanations provided; in terms of external investments, the company's total external investment increased, but the fair value of its investment in China Southern Airlines decreased (I) Analysis of Main Business This section analyzes the changes in relevant financial statement items for H1 2025, including operating revenue, various expenses, total profit, and net cash flow from operating activities, explaining the main reasons for these changes 2025 H1 Financial Statement Item Change Analysis | Item | Current Period (CNY) | Prior Year Period (CNY) | % Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 10,304,467,333 | 9,875,103,007 | 4.35 | | Operating Cost | 8,873,720,488 | 8,398,089,896 | 5.66 | | Selling Expenses | 124,777,125 | 121,438,224 | 2.75 | | Administrative Expenses | 148,472,732 | 128,143,379 | 15.86 | | Financial Expenses | 158,967,460 | 108,403,569 | 46.64 | | R&D Expenses | 81,054,722 | 79,363,662 | 2.13 | | Net Cash Flow from Operating Activities | 2,790,132,521 | 3,212,568,388 | -13.15 | | Net Cash Flow from Investing Activities | -2,355,008,358 | -4,036,489,041 | Not Applicable | | Net Cash Flow from Financing Activities | -101,742,604 | -1,336,089,544 | Not Applicable | | Income Tax Expense | 374,263,633 | 143,389,076 | 161.01 | - The increase in financial expenses was mainly due to the impact of exchange gains and losses during the reporting period[91] - The decrease in net cash flow from operating activities was primarily due to an increase in maintenance prepayments during the reporting period[92] - The change in income tax expense was mainly due to lower income tax expense in the prior year period due to the impact of deductible losses[92] (III) Analysis of Assets and Liabilities This section analyzes the composition and changes of the company's period-end assets and liabilities compared to the prior year-end, focusing on significant changes in prepayments, other current assets, right-of-use assets, other non-current assets, derivative financial liabilities, notes payable, other payables, lease liabilities, treasury stock, and other comprehensive income, along with explanations for these changes, and discloses the status of major restricted assets 2025 H1 Asset and Liability Status Changes | Item Name | Current Period-End (CNY) | % of Total Assets at Period-End | Prior Year-End (CNY) | % of Total Assets at Prior Year-End | % Change from Prior Year-End | | :--- | :--- | :--- | :--- | :--- | :--- | | Prepayments | 769,163,061 | 1.66 | 399,305,232 | 0.91 | 92.63 | | Other Current Assets | 165,342,123 | 0.36 | 536,507,353 | 1.22 | -69.18 | | Right-of-Use Assets | 2,446,538,654 | 5.29 | 1,741,765,147 | 3.97 | 40.46 | | Other Non-Current Assets | 292,753,280 | 0.63 | 162,169,928 | 0.37 | 80.52 | | Derivative Financial Liabilities | 229,619 | 0.0005 | 456,471 | 0.001 | -49.70 | | Notes Payable | 513,890,514 | 1.11 | 359,641,034 | 0.82 | 42.89 | | Other Payables | 1,037,599,054 | 2.24 | 234,853,249 | 0.54 | 341.81 | | Lease Liabilities | 1,854,580,530 | 4.01 | 1,224,890,429 | 2.79 | 51.41 | | Treasury Stock | 260,440,578 | 0.56 | 110,572,588 | 0.25 | 135.54 | | Other Comprehensive Income | -12,403,378 | -0.03 | 49,781,838 | 0.11 | -124.92 | - The increase in prepayments was mainly due to an increase in maintenance prepayments during the reporting period; the decrease in other current assets was mainly due to a reduction in prepaid corporate income tax after completing tax reconciliation[94][95] - The increase in other payables was mainly due to an increase in dividends payable on ordinary shares during the reporting period; the increase in treasury stock was mainly due to the company's repurchase of treasury stock during the reporting period[95] Major Restricted Assets as of Reporting Period-End | Item | Period-End Book Value (CNY) | Reason for Restriction | | :--- | :--- | :--- | | Monetary Funds | 161,012,481 | Margin deposits, etc | | Fixed Assets | 18,377,903,342 | Collateral for borrowings | | Intangible Assets | 650,749,880 | Collateral for borrowings | | Total | 19,189,665,703 | | (IV) Analysis of Investment Status This section analyzes the company's overall external equity investment situation in H1 2025, including capital injections into subsidiaries, changes in investments in associates and non-trading equity instruments, particularly the decrease in fair value of the investment in China Southern Airlines, and details the fair value measured financial assets and derivative investments - As of the end of the reporting period, the company's total external investment (parent company basis) was 2.73 billion CNY, an increase of 21.6% from the end of 2024, mainly due to a 570 million CNY capital injection into subsidiary Spring Property during the reporting period[99] - The company's investment in China Southern Airlines saw its fair value decrease by 83 million CNY due to a decline in its stock price during the reporting period[99] Fair Value Measured Financial Assets | Asset Category | Beginning Balance (CNY) | Fair Value Change in Current Period (CNY) | Cumulative Fair Value Change in Equity (CNY) | Ending Balance (CNY) | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 18,338 | -3,883 | - | 14,455 | | Other Equity Instrument Investments | 946,678,812 | -82,913,621 | -16,537,836 | 863,765,191 | | Total | 946,697,150 | -82,917,504 | -16,537,836 | 863,779,646 | - The company uses interest rate swap contracts to reduce the floating interest rate risk of loans, generating a net gain of 226,851 CNY recognized in "Fair Value Change Income" and a net loss of 232,893 CNY recognized in "Investment Income" for the current period[104] (VI) Analysis of Major Holding and Participating Companies This section lists the basic financial information of the company's major holding subsidiaries and participating companies with a net profit impact of 10% or more, including registered capital, total assets, net assets, and net profit, showcasing the operating status of each subsidiary Financial Overview of Major Holding and Participating Companies | Company Name | Company Type | Registered Capital | Total Assets (CNY) | Net Assets (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | | Qiushi Company | Subsidiary | 80,000,000 | 164,523,932 | 88,434,013 | 3,850,436 | | Hangfutong Company | Subsidiary | 100,000,000 | 298,100,949 | 160,492,533 | 7,671,182 | | Feipei Company | Subsidiary | 165,000,000 | 442,177,344 | 321,926,680 | 9,427,678 | | Hong Kong International Holdings | Subsidiary | HKD 75.49 million | 890,918,254 | 458,939,069 | 10,797,015 | | Spring Airlines Financial Leasing | Subsidiary | 500,000,000 | 17,698,700,262 | 2,747,513,623 | 331,042,659 | | Spring Airlines Japan | Subsidiary | JPY 100 million | JPY 11.7 billion | Negative JPY 14.3 billion | JPY 3.1 billion | V. Other Disclosure Matters This section details various risks the company may face, including industry cyclicality, unforeseen events, market competition, jet fuel price fluctuations, pilot shortages, network system failures, and exchange rate risks, while also outlining progress under the "Quality Improvement, Efficiency Enhancement, and High Returns" action plan, emphasizing efforts to improve operational efficiency, prioritize shareholder returns, and strengthen corporate governance (I) Potential Risks This section details the industry risks (economic cyclicality, seasonality, unforeseen events, competition), operational risks (aviation safety, jet fuel price fluctuations, pilot shortages, network system failures), exchange rate risks, and subsidy income risks faced by the company, analyzing their potential impact on operating performance - Industry risks include economic cyclicality (air transport industry significantly affected by macroeconomics), seasonality (peak seasons for air travel during Chinese New Year and July-August), unforeseen events (wars, epidemics, natural disasters), and competition risks (from other airlines and alternative transport methods like high-speed rail)[107][108][109] - Operational risks include aviation safety risks, jet fuel price fluctuation risks (jet fuel costs account for the largest proportion of operating costs, at 33.6% in H1 2025), pilot shortage risks, and network and system failure risks[109][110][111] - Exchange rate risk primarily stems from the company's significant USD-denominated liabilities; as of June 30, 2025, USD assets were 2.05 billion USD and USD liabilities were 1.86 billion USD, with a 1% appreciation or depreciation of the RMB against the USD impacting total profit by approximately 1.85 million CNY[112] - Subsidy income risk refers to the reliance on cooperation agreements for route subsidies, with uncertainties regarding renewal and potential decreases in subsidy standards[113] (II) Other Disclosure Matters This section outlines the company's progress under the "Quality Improvement, Efficiency Enhancement, and High Returns" action plan, including focusing on core aviation business, improving operational efficiency, prioritizing shareholder returns (2024 annual cash dividends and repurchases totaled 38.05% of net profit, 2025 semi-annual was 52.03%), strengthening corporate governance (abolishing the supervisory board, establishing a market value management system), and enhancing investor communication channels - The company's total cash dividends and share repurchases for 2024 amounted to 864.96 million CNY, representing 38.05% of the net profit attributable to shareholders in the 2024 consolidated financial statements[114] - The company's total cash dividends and share repurchases for H1 2025 amounted to 608.02 million CNY, representing 52.03% of the net profit attributable to shareholders in the H1 2025 consolidated financial statements[115][116] - The company has revised its Articles of Association and abolished the Supervisory Board, with the Board's Audit Committee assuming relevant responsibilities, and has formulated a "Market Value Management System" to strengthen market value management[116][117] - The company enhances communication with investors through various forms, such as publishing periodic reports, holding performance briefings, and participating in broker strategy meetings and investor conferences[117] Section IV Corporate Governance, Environment, and Society This section details the company's progress in governance structure, profit distribution, employee incentives, environmental protection, and social responsibility, including board changes, supervisory board abolition, interim profit distribution, ongoing employee stock ownership plans, green aviation initiatives through fleet optimization, fuel-saving measures, electrification, plastic reduction, and carbon emission management, as well as achievements in employment, education, industrial poverty alleviation, and public welfare I. Changes in Company Directors and Senior Management This section reports on changes in the company's board of directors, specifically the election of Mr. Chen Ke as an employee director, and significant adjustments to the corporate governance structure, namely the abolition of the supervisory board and the transfer of its responsibilities to the board's audit committee - During the reporting period, Mr. Chen Ke was elected as an employee director of the company[119] - The company has approved the revision of its Articles of Association, officially abolishing the Supervisory Board, with the Board's Audit Committee assuming its relevant responsibilities[119] II. Profit Distribution or Capital Reserve Conversion Plan This section discloses the company's 2025 semi-annual profit distribution plan, proposing a cash dividend to all shareholders, and explains the calculation method for the distribution base and total amount - The company's 2025 interim profit distribution plan proposes a cash dividend of CNY 4.30 per 10 shares (tax included) to all shareholders[120] - Based on the company's total share capital of 971,212,559 shares (after deducting shares in the repurchase special securities account) as of August 27, 2025, the total proposed cash dividend is 417.62 million CNY (tax included)[120] III. Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures and Their Impact This section outlines the progress of the company's 2025 employee stock ownership plan, including stock transfer and lock-up period, and updates the number of holders and shareholding ratios for employee stock ownership plans from 2020 to 2024, demonstrating the company's continued use of equity incentives to align employee interests - The company's 2025 employee stock ownership plan has completed the non-trading transfer of 567,085 shares of company stock and entered a one-year lock-up period[122] Employee Stock Ownership Plans as of Reporting Period-End | Employee Stock Ownership Plan | Number of Holders | Number of Shares Held (shares) | % of Total Share Capital | | :--- | :--- | :--- | :--- | | 2020 | 140 | 113,100 | 0.01 | | 2021 | 139 | 140,300 | 0.01 | | 2022 | 114 | 255,242 | 0.03 | | 2023 | 161 | 442,378 | 0.05 | | 2024 | 161 | 584,298 | 0.06 | IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law This section details the various energy-saving and emission-reduction measures taken by the company in H1 2025 to promote "green aviation" development, including optimizing fleet structure, implementing fuel-saving measures, promoting electrification of ground vehicles, plastic reduction, carbon emission management, and the application of sustainable aviation fuel, demonstrating the company's active environmental protection practices - The company continuously optimizes its fleet structure, introducing more environmentally friendly and fuel-efficient A320neo series aircraft, which now account for 44% of the fleet[125] - The company has established a fuel-saving committee to implement refined fuel management, with CO2 emissions per ton-kilometer approximately 14% lower than the civil aviation "14th Five-Year Plan" green development targets[125] - The company promotes the electrification of ground vehicles, introducing 21 new energy vehicles in H1, bringing the proportion of new energy vehicles on site to 26%, projected to reach 47% by the end of 2025[125] - The company has fully replaced disposable non-degradable plastic products on domestic passenger flights and has completed carbon emission compliance for twelve consecutive years[125] - The company actively promotes the application of Sustainable Aviation Fuel (SAF), participating in the second phase of SAF application pilot programs and regularly refueling with 1% SAF at multiple airports[126] V. Specifics of Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Work This section details the company's specific actions in consolidating poverty alleviation achievements and assisting rural revitalization, covering employment assistance (e.g., "Blue Sky Dream Program"), education assistance (scholarships, teaching support), industrial assistance (air travel linkage, consumption support), and various public welfare and charity activities, demonstrating the company's commitment to social responsibility - The company launched the "Blue Sky Dream Program" to provide free vocational college education and flight attendant training for high school graduates from impoverished areas; as of H1 2025, a cumulative total of 174 flight attendants from Honghe and Zunyi are employed[128] - The company continues to donate funds to three counties in Honghe Prefecture for scholarships and teaching awards, and donates books, computers, and water dispensers; in H1 2025, nearly 1 million CNY was donated through its charity foundation for scholarships and teaching support[129] - The company actively opens routes to underdeveloped areas, organizes tourist charter flights, pioneered the Shanghai-Kathmandu-Shigatse cross-border aid tourism charter flight, and initiated an "aviation + consumption assistance" innovative model to promote sales of specialty agricultural products[130] - The company also carried out public welfare and charity work, including emergency transport of relief supplies for the Dingri earthquake in Shigatse, Tibet, "Sunshine Student Aid," caring for community elderly, and treating children with congenital heart disease[131] Section V Important Matters This section details the company's important matters during the reporting period, including the fulfillment of various commitments, significant related-party transactions, external guarantees, progress in the use of raised funds, and the results of share repurchases; all commitments were strictly fulfilled, related-party transactions were within the estimated range, external guarantees were primarily for subsidiaries and flight trainees, raised funds were used as planned, and share repurchases were completed and used for employee stock ownership plans I. Fulfillment of Commitments This section details various commitments made by the company, its controlling shareholder, actual controller, and other related parties regarding initial public offerings, refinancing, and other matters, confirming that all commitments were timely and strictly fulfilled during the reporting period, covering the truthfulness of information disclosure, avoidance of horizontal competition, related-party transactions, property defects, return enhancement measures, use of raised funds, and share reduction - The company, Spring Tour, Wang Zhenghua, and others committed that the prospectus contains no false records, misleading statements, or major omissions, and will bear corresponding repurchase and compensation liabilities[133][134] - Spring Tour, Spring Charter, Chunxiang Investment, Chunyi Investment, and Wang Zhenghua committed to resolving horizontal competition issues and not engaging in businesses or activities that compete with the company[135] - Spring Tour committed to reducing related-party transactions and conducting them according to fair, equitable, and arm's length principles, strictly adhering to relevant regulations[135][136] - The company and its controlling subsidiaries committed that raised funds will not be directly or indirectly used for quasi-financial businesses or real estate development, and will not engage in real estate development for external sales of houses on plot 249 within 5 years after the raised funds are in place[137][138] - The company committed to distributing no less than 30% of the distributable profit in cash annually for 2024-2026, with cash dividends accounting for a minimum of 20% of the total profit distribution[138] - The company's controlling shareholder, actual controller and their concerted parties, shareholders holding 5% or more, directors, supervisors, and senior management committed to having no plans to reduce their holdings in the company's shares in the next 3 or 6 months[139] X. Significant Related-Party Transactions This section discloses the company's ordinary related-party transactions with Spring Tour in H1 2025, including charter and block seat services and ticket agency sales and related businesses, confirming that actual transaction amounts were within the annual estimated range - In H1 2025, the company conducted charter and block seat related-party transactions with Spring Tour totaling 492.47 million CNY and paid ticket agency sales and related business agency fees of 63.93 thousand CNY[142] - The aforementioned related-party transaction amounts were all within the company's estimated annual ordinary related-party transaction range for 2025[142] XI. Significant Contracts and Their Fulfillment This section details the company's significant guarantee situations during the reporting period, including joint liability guarantees for flight trainee training loans and guarantees for subsidiaries such as Spring Airlines Financial Leasing, Spring Property, Yangzhou Aircraft Engineering, and Spring Equipment; as of the end of the reporting period, the total guarantee amount accounted for 18.78% of net assets, and it is stated that these guarantees will not have a material impact on the company's financial condition and ongoing operations Company External Guarantees (Excluding Guarantees to Subsidiaries) | Guaranteed Party | Guarantee Amount (CNY) | Guarantee Type | Guarantee Start Date | Guarantee End Date | | :--- | :--- | :--- | :--- | :--- | | Flight Trainee Training Loan | 176,666.60 | Joint Liability Guarantee | July 1, 2021 | August 1, 2034 | | Flight Trainee Training Loan | 100,000.00 | Joint Liability Guarantee | November 17, 2022 | November 17, 2035 | | Flight Trainee Training Loan | 7,000,000.00 | Joint Liability Guarantee | May 24, 2024 | June 27, 2036 | | Flight Trainee Training Loan | 2,100,000.00 | Joint Liability Guarantee | July 24, 2024 | July 20, 2035 | | Flight Trainee Training Loan | 2,880,000.00 | Joint Liability Guarantee | May 30, 2025 | May 20, 2036 | | Total Guarantee Balance at Reporting Period-End (A) | 12,256,666.60 | | | | - As of the end of the reporting period, the total guarantee balance for subsidiaries (B) was 3.28 billion CNY, and the total guarantee amount (A+B) was 3.29 billion CNY, accounting for 18.78% of the company's net assets[148] - The company and its controlling subsidiaries provide guarantees for wholly-owned subsidiaries such as Spring Airlines Financial Leasing, Spring Property, Yangzhou Aircraft Engineering, and Spring Equipment, primarily for financing major asset acquisitions like aircraft, aviation base and hangar construction projects, and payment for engineering construction projects[149] - The aforementioned guarantee matters will not have a material impact on the company's financial condition, profitability, or ongoing operations[149] XII. Explanation of Other Significant Matters: Progress in the Use of Raised Funds This section details the overall use of the company's raised funds and the progress of specific investment projects; as of the end of the reporting period, the cumulative investment progress of raised funds was 99.35%, with projects for purchasing 9 Airbus A320 series aircraft and supplementing working capital 100% completed; additionally, the company disclosed the temporary use of idle raised funds to supplement working capital, which has been returned as planned Overall Use of Raised Funds | Source of Raised Funds | Net Amount of Raised Funds (CNY) | Total Committed Investment of Raised Funds (CNY) | Cumulative Amount of Raised Funds Invested as of Reporting Period-End (CNY) | Cumulative Investment Progress of Raised Funds as of Reporting Period-End (%) | | :--- | :--- | :--- | :--- | :--- | | Issuance of Shares to Specific Objects | 2,972,037,999 | 2,972,037,999 | 2,952,607,950 | 99.35 | Detailed Use of Raised Investment Projects | Project Name | Planned Investment Amount of Raised Funds (CNY) | Cumulative Amount of Raised Funds Invested as of Reporting Period-End (CNY) | Investment Progress (%) | | :--- | :--- | :--- | :--- | | Purchase of 9 Airbus A320 Series Aircraft Project | 2,412,747,804 | 2,412,747,804 | 100.00 | | Purchase of 1 A320 Flight Simulator Project | 59,290,195 | 39,860,146 | 67.23 | | Supplementing Working Capital | 500,000,000 | 500,000,000 | 100.00 | - The company used no more than 19.43 million CNY of idle raised funds to temporarily supplement working capital, which was returned to the special raised funds account on August 22, 2025, ahead of schedule and within the 12-month usage period[155][156] XIII. Explanation of Other Significant Matters This section explains that the company has completed its share repurchase plan as scheduled, repurchasing nearly 300 million CNY worth of shares, accounting for approximately 0.5915% of the total share capital; this repurchase aims to boost market confidence, protect investor interests, and improve the long-term incentive mechanism of the employee stock ownership plan, with no significant impact on the company's daily operations and financial condition - The company has completed all repurchase operations as planned, repurchasing 5,787,255 shares, accounting for approximately 0.5915% of the company's total share capital[159] - The highest price for the repurchase was CNY 55.99/share, the lowest price was CNY 48.25/share, the average repurchase price was CNY 51.83/share, and the total funds paid amounted to 299.95 million CNY[159] - The repurchased shares are intended for implementing an employee stock ownership plan, aiming to enhance market confidence, protect the interests of the company and investors, and improve the company's long-term incentive mechanism[159] Section VI Share Capital Changes and Shareholder Information This section details the company's share capital changes in H1 2025, primarily due to the cancellation of some repurchased shares leading to a reduction in total share capital, and lists the total number of shareholders, the top ten shareholders and their holdings as of the end of the reporting period, and explains the related-party relationships and concerted actions among major shareholders I. Share Capital Changes This section explains the company's share capital changes in H1 2025, primarily due to the cancellation of some repurchased shares that had reached their three-year repurchase period, resulting in a corresponding reduction in the company's total share capital and registered capital - The company's total share capital changed from 978,548,805 shares to 978,333,423 shares, a decrease of 215,382 shares[162][163] - The registered capital changed from 978,548,805 CNY to 978,333,423 CNY[163] - The change in share capital was due to the company cancelling 215,382 shares in the repurchase special securities account on January 27, 2025, as they had reached the three-year repurchase period[163] II. Shareholder Information This section discloses the total number of ordinary shareholders as of the end of the reporting period, and details the shareholdings, proportions, nature of shares, and pledge or freeze status of the top ten shareholders, while clarifying the related-party relationships and concerted actions among major shareholders - As of the end of the reporting period, the total number of ordinary shareholders was 21,016[165] Top Ten Shareholders as of Reporting Period-End | Shareholder Name | Number of Shares Held at Period-End (shares) | Proportion (%) | Share Status | Number of Pledged, Marked, or Frozen Shares (shares) | | :--- | :--- | :--- | :--- | :--- | | Shanghai Spring International Travel Service (Group) Co., Ltd. | 504,000,000 | 51.52 | Pledged | 33,600,000 | | Hong Kong Securities Clearing Company Limited | 22,713,006 | 2.32 | Unrestricted | - | | Shanghai Spring Charter Travel Agency Co., Ltd. | 18,785,200 | 1.92 | Unrestricted | - | | China Securities Finance Corporation Limited | 16,892,789 | 1.73 | Unrestricted | - | | Shanghai Chunxiang Investment Co., Ltd. | 12,913,745 | 1.32 | Unrestricted | - | | National Council for Social Security Fund 114 Portfolio | 11,233,271 | 1.15 | Unrestricted | - | | Shanghai Chunyi Investment Co., Ltd. | 10,732,138 | 1.10 | Unrestricted | - | | Industrial and Commercial Bank of China Co., Ltd. - Huatai-PineBridge CSI 300 ETF | 8,711,790 | 0.89 | Unrestricted | - | | China Merchants Bank Co., Ltd. - ICBC Credit Suisse Convertible Bond Fund | 8,457,066 | 0.86 | Unrestricted | - | | China Construction Bank Co., Ltd. - E Fund CSI 300 ETF Initiated Fund | 6,208,100 | 0.63 | Unrestricted | - | - Spring Tour is the controlling shareholder of the company; Wang Zhenghua, Wang Yu, and Wang Wei are father and sons; Wang Yu, through inheritance, jointly controls Spring Tour with Wang Zhenghua; Wang Wei is a concerted party of Wang Zhenghua and Wang Yu; Spring Tour, Spring Charter, Chunxiang Investment, and Chunyi Investment form a concerted action relationship[168] Section VII Bond-Related Information This section states that the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments, nor convertible corporate bonds, during the reporting period - The company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments during the reporting period[172] - The company had no convertible corporate bonds during the reporting period[172] Section VIII Financial Report This section contains Spring Airlines' unaudited H1 2025 financial report, including consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with detailed financial statement notes; the notes explain the company's basic information, accounting policies, taxes, various assets, liabilities, and profit/loss items, and disclose financial instrument-related risks, fair value information, related-party transactions, share-based payments, commitments and contingencies, post-balance sheet events, capital management, and supplementary information I. Audit Report This section explicitly states that the company's 2025 semi-annual report is unaudited - This semi-annual report is unaudited[5] II. Financial Statements This section provides Spring Airlines' consolidated and parent company financial statements for H1 2025, including the balance sheet, income statement, cash flow statement, and statement of changes in owners' equity, comprehensively presenting the company's financial position and operating results at the end of the reporting period - The consolidated balance sheet presents the company's assets, liabilities, and owners' equity as of June 30, 2025[174][175] - The consolidated income statement presents the company's operating revenue, operating costs, total profit, and net profit for January-June 2025[181][182] - The consolidated cash flow statement presents the company's net cash flows from operating, investing, and financing activities for January-June 2025[188][189] III. Company Basic Information This section briefly introduces Spring Airlines' establishment background, listing date, registered address, legal representative, and main business scope - Spring Airlines was listed and traded on the Shanghai Stock Exchange on January 21, 2015[201] - The company's registered address is No. 2599 Hongqiao Road, Changning District, Shanghai, and its legal representative is Wang Yu[202] - The main business scope includes public air transport, road passenger transport operations and extended services; aviation business services; aviation operation support services; import and export of goods and technologies; financial leasing services, leasing services, etc[202] IV. Basis of Financial Statement Preparation This section states that the company's financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance and relevant disclosure regulations of the China Securities Regulatory Commission, on a going concern basis, primarily using historical cost measurement, with some financial instruments measured at fair value - These financial statements are prepared in accordance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and the "No. 15 Rules for Information Disclosure by Companies Issuing Securities to the Public - General Provisions for Financial Reports" of the China Securities Regulatory Commission[204] - The company's financial statements are prepared on a going concern basis, with accrual accounting as the basis for bookkeeping, and historical cost as the measurement basis, except for certain financial instruments measured at fair value[205][206] V. Significant Accounting Policies and Accounting Estimates This section details the significant accounting policies and key accounting estimates followed by the company in preparing its financial statements, covering financial instrument classification and measurement, long-term equity investments, fixed asset depreciation, intangible asset amortization, long-term deferred expenses, revenue recognition, government grants, deferred income tax, and leases, and explains the key assumptions for significant accounting estimates and judgments - The company classifies financial assets into three categories based on the business model for managing financial assets and the characteristics of contractual cash flows: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss[219] - The company recognizes loss provisions for financial assets measured at amortized cost and debt instrument investments measured at fair value through other comprehensive income, based on expected credit losses[225] - Fixed assets include aircraft, engines and simulators, buildings, etc., with depreciation calculated using the straight-line method; aircraft, engines, and simulators have a depreciation period of 20 years and a residual value rate of 0% to 5%[245][248] - Revenue recognition principle is to recognize revenue when the customer obtains control of the related goods or services, at the amount of consideration the company expects to be entitled to; passenger and cargo revenue is recognized when transport services are provided[274][275] - Key assumptions for significant accounting estimates and judgments include provisions for redelivery maintenance of leased aircraft and engines, estimated net residual value and useful life of fixed assets, depreciation of replacement parts related to aircraft and engine overhauls, income tax and deferred income tax, and the lessee's incremental borrowing rate[296][297][298][299][300][301] VI. Taxes This section details the main tax categories and rates applicable to the company and its subsidiaries, including corporate income tax, value-added tax, urban maintenance and construction tax, education surcharge, and customs duties, and explains the high-tech enterprise tax incentives enjoyed by some subsidiaries Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Corporate Income Tax | Taxable income | 15%, 16.5%, 17%, 20%, 25% | | Import VAT | Composite assessable price of imported aircraft and aviation equipment | 5%, 13% | | Value-Added Tax | Taxable value-added amount | 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Amount of VAT paid | 1%, 5%, 7% | | Education Surcharge | Amount of VAT paid | 3% | | Customs Duties | Customs dutiable value of leased aircraft and imported aircraft and aviation equipment | 1%, 5% | - Spring Airlines Technology and Chunzhiyi Information Technology enjoy a preferential corporate income tax rate of 15% as high-tech enterprises[306][307] - Shijiazhuang Chunhang Business, Spring Airlines Yangzhou Headquarters, and Green Wing Training applied a corporate income tax rate of 20% in the current reporting period[307] - The company's international and regional transport service income is subject to a zero VAT rate[305] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes for each major item in the consolidated financial statements, including monetary funds, accounts receivable, prepayments, other receivables, inventories, long-term equity investments, fixed assets, construction in progress, right-of-use assets, intangible assets, long-term deferred expenses, deferred income tax assets/liabilities, restricted assets, short-term borrowings, derivative financial liabilities, notes payable, accounts payable, contract liabilities, employee benefits payable, taxes payable, other payables, non-current liabilities due within one year, long-term borrowings, lease liabilities, long-term payables, share capital, capital reserves, treasury stock, other comprehensive income, retained earnings, operating revenue and costs, various expenses, other income, investment income, fair value change income, credit impairment losses, income tax expense, supplementary cash flow statement information, and foreign currency monetary items and lease-related information - The ending balance of monetary funds is 10.26 billion CNY, of which bank deposits are 10.10 billion CNY, and other monetary funds of 161.01 million CNY are mainly bank guarantees and letter of credit margins[310][312] - The ending book value of fixed assets is 25.91 billion CNY, of which aircraft, engines, and simulators have a book value of 24.47 billion CNY[352] - Total restricted assets due to ownership or usage rights amount to 19.19 billion CNY, primarily fixed assets and intangible assets pledged as collateral for borrowings[379] - Operating revenue for the current period was 10.30 billion CNY, and operating cost was 8.87 billion CNY[428] - Net cash flow from operating activities was 2.79 billion CNY, and monetary funds not classified as cash and cash equivalents amounted to 2.94 billion CNY, mainly comprising time deposits exceeding three months[462][466] VIII. Research and Development Expenses This section lists the company's R&D expenses for H1 2025, totaling 81.05 million CNY, all of which were expensed, with employee compensation being the main component 2025 H1 R&D Expenses by Nature of Expense | Item | Amount for Current Period (CNY) | Amount for Prior Period (CNY) | | :--- | :--- | :--- | | Employee Compensation | 71,645,529 | 69,390,977 | | Other | 9,409,193 | 9,972,685 | | Total | 81,054,722 | 79,363,662 | | Of which: Expensed R&D | 81,054,722 | 79,363,662 | | Capitalized R&D | - | - | IX. Changes in Consolidation Scope This section explains the changes in the company's consolidation scope during the reporting period, primarily due to the deregistration of its subsidiary Spring Airlines Yangzhou Enterprise Headquarters Management Co., Ltd., which is no longer included in the consolidated scope - The group's subsidiary, Spring Airlines Yangzhou Enterprise Headquarters Management Co., Ltd., completed its business deregistration on May 26, 2025, and is no longer included in the group's consolidated scope[474] X. Interests in Other Entities This section details the composition of the company's enterprise group, including the main operating locations, registered capital, business nature, and direct and indirect shareholding percentages of each subsidiary, demonstrating the company's control over its subsidiaries - The company owns 17 subsidiaries, including Spring Culture Media, Hangfutong Company, Feipei Company, Chunhua Aviation Ground Services, Qiushi Enterprise Management, Hong Kong International Holdings, Spring Airlines Singapore, Chunxu Information Technology, Spring Airlines Financial Leasing, Spring Airlines Technology, Chunzhiyi Information Technology, Spring Technology Development, Spring Property, Shijiazhuang Chunhang Business, Green Wing Training, Chunrong Commercial Factoring, and Yangzhou Aircraft Engineering[477] - Except for Spring Airlines Financial Leasing, which has a 75% direct and 25% indirect shareholding, all other subsidiaries have a *100%