北京市嘉源律师事务所 关于春秋航空股份有限公司 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI`AN 致：春秋航空股份有限公司 北京市嘉源律师事务所 关于春秋航空股份有限公司 差异化分红事项之 专项法律意见书 差异化分红事项之 专项法律意见书 嘉源(2025)-05-216 北京市嘉源律师事务所（以下简称"本所"）接受春秋航空股份有限公司（以 下简称"公司"或"春秋航空"）委托，根据《中华人民共和国公司法》（以下简称 "《公司法》"）、 《中华人民共和国证券法》 （以下简称"《证券法》"）、 《上海证券 交易所上市公司自律监管指引第 7 号——回购股份》（以下简称"《回购股份指 引》"）等相关法律、法规、规范性文件及《春秋航空股份有限公司章程》的规 定，按照律师行业公认的业务标准、道德规范和勤勉尽责精神出具。 为出具本法律意见书之目的，本所经办律师依照现行有效的法律法规以及中 国证券监督管理委员会（以下称"中国证监会"）相关规章、规范性文件的要求和 规定，对与本次差异 ...

Summary of Key Points Core Viewpoint - The company has announced an adjustment to the maximum repurchase price of its shares following the implementation of the 2024 annual equity distribution, reducing the limit from 60 CNY to 59.1842 CNY per share [1][2][3]. Group 1: Share Repurchase Details - The company plans to repurchase its shares using its own and self-raised funds through the Shanghai Stock Exchange, with a total repurchase amount between 150 million CNY and 300 million CNY [1]. - The repurchase period will not exceed 12 months from the date of the board's approval of the repurchase plan [1]. Group 2: Reasons for Price Adjustment - The adjustment in the repurchase price limit is due to the cash dividend distribution of 0.82 CNY per share, which will not affect the total number of circulating shares [2][3]. - The formula used for the adjustment is based on the cash dividend and the change in circulating shares, which in this case remains zero due to the nature of the distribution [2]. Group 3: Calculation of Adjusted Price - The adjusted maximum repurchase price is calculated as follows: (60 CNY - 0.8158 CNY) / (1 + 0) = 59.1842 CNY per share [3]. - The estimated number of shares to be repurchased will depend on the actual repurchase situation, based on the lower limit of 150 million CNY [3]. Group 4: Other Matters - Other aspects of the share repurchase plan remain unchanged, and the company will continue to implement the plan based on market conditions while fulfilling disclosure obligations [3].

证券代码：601021 证券简称：春秋航空 公告编号：2025-037 春秋航空股份有限公司 关于实施 2024 年年度权益分派后调整回购股份价格上限的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 调整前回购价格上限：不超过 60 元/股（含，下同） 调整后回购价格上限：不超过 59.1842 元/股（含，下同） 回购价格调整起始日：2025 年 7 月 17 日 进行资本公积金转增股本、不派送股票红利、不进行股份拆细、缩股、配股等事 项，公司回购专用证券账户所持有的本公司股份不参与利润分配。 根据有关规定和《回购报告书》，如公司在本次回购期间发生资本公积金转增 股本、派息、派送股票红利、股份拆细、缩股、配股等除权除息事项，公司将按照 中国证券监督管理委员会及上海证券交易所的相关规定相应调整本次回购价格上 限。 三、本次回购股份价格上限的调整 重要内容提示： 一、股份回购基本情况 春秋航空股份有限公司（以下简称"公司"）于 2024 年 11 月 4 日召开第五届 董事会第八次会议，审议通过了《关于以集中竞价交易方式回 ...

北京市嘉源律师事务所 关于春秋航空股份有限公司 差异化分红事项之 专项法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI`AN 致：春秋航空股份有限公司 北京市嘉源律师事务所 关于春秋航空股份有限公司 差异化分红事项之 专项法律意见书 1 春秋航空差异化分红 嘉源·法律意见书 何明示或暗示的保证。对本次差异化分红所涉及的财务数据等专业事项，本所未 被授权、亦无权发表任何评论。 本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则， 进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发 表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承 担相应法律责任。 嘉源(2025)-05-216 北京市嘉源律师事务所（以下简称"本所"）接受春秋航空股份有限公司（以 下简称"公司"或 ...

证券代码：601021 证券简称：春秋航空 公告编号：2025-036 春秋航空股份有限公司 2024年年度权益分派实施公告 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/7/16 | － | 2025/7/17 | 2025/7/17 | 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大 遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 每股分配比例 A 股每股现金红利0.82元 差异化分红送转： 是 一、 通过分配方案的股东大会届次和日期 本次利润分配方案经公司2025 年 6 月 10 日的2024年年度股东大会审议通过。 根据《上海证券交易所上市公司自律监管指引第 7 号——回购股份》等有关规定，公 司回购专用账户中的股份，不享有利润分配的权利。因此，公司存放于回购专用账户中的 股份将不参与本次利润分配。 3. 差异化分红送转方案： （1）差异化分红方案 根据公司2024年年度股东大会审议通过的《关于公司2024年度 ...

Core Viewpoint - The Shanghai Composite Index opened lower but rose throughout the day, with the CSI 300 Transportation Index reported at 3817.95 points, reflecting a recent decline of 1.38% over the past month, an increase of 3.61% over the past three months, and a year-to-date decline of 1.63% [1] Group 1: Index Composition and Performance - The CSI 300 Transportation Index is categorized into 11 primary industries, 35 secondary industries, over 90 tertiary industries, and more than 200 quaternary industries, providing a comprehensive analysis tool for investors [1] - The index is based on a sample of 300 stocks from the CSI 300 Index, with a base date of December 31, 2004, and a base point of 1000.0 [1] - The top ten weighted stocks in the CSI 300 Transportation Index include: - Beijing-Shanghai High-Speed Railway (26.28%) - SF Express (17.91%) - COSCO Shipping Holdings (14.98%) - Datong Railway (12.6%) - China Eastern Airlines (5.1%) - China Southern Airlines (4.83%) - Air China (4.4%) - Spring Airlines (4.26%) - YTO Express (3.41%) - China Merchants Energy Shipping (3.08%) [1] Group 2: Market Segmentation - The market composition of the CSI 300 Transportation Index shows that the Shanghai Stock Exchange accounts for 81.16%, while the Shenzhen Stock Exchange accounts for 18.84% [1] - The industry breakdown of the index's sample includes: - Railway Transportation (38.88%) - Express Delivery (21.33%) - Shipping (20.28%) - Air Transportation (19.51%) [2] Group 3: Sample Adjustment Mechanism - The index samples are adjusted biannually, with adjustments occurring on the next trading day following the second Friday of June and December each year [2] - Weight factors are adjusted in accordance with the sample changes, remaining fixed until the next scheduled adjustment unless a temporary adjustment is required due to changes in the CSI 300 Index [2] - Special events affecting sample companies, such as delisting, mergers, or changes in industry classification, will prompt corresponding adjustments to the CSI 300 industry index samples [2]

Investment Rating - The report maintains an "Overweight" rating for the transportation sector [5] Core Views - Geopolitical events have caused significant fluctuations in oil shipping rates in H1 2025, with a notable increase in rates due to sanctions and geopolitical tensions [1] - OPEC+ is expected to boost oil shipping demand in H2 2025 through increased production, despite weak global oil consumption growth [2] - The transportation sector is experiencing mixed performance, with shipping and port sub-sectors showing positive trends while aviation and express delivery face challenges [3] Summary by Sections 1. Industry Overview - In H1 2025, geopolitical events led to a sharp rise in oil shipping rates, particularly in January due to U.S. sanctions on Russian oil tankers, followed by a high demand for compliant oil transport [1] - The BDTI index reached 984 points by June 30, 2025, up 15.4% year-to-date, while the BDTI TD3C-TCE reported a daily rate of $29,300, an increase of 37.0% [1] 2. Oil Shipping - OPEC+ plans to increase production by 548,000 barrels per day in August 2025, which is expected to support oil shipping demand despite a downward revision in global oil consumption growth forecasts [2] - The IEA predicts a global oil supply increase of 1.8 million barrels per day in 2025, with non-OPEC+ countries contributing 1.4 million barrels and OPEC+ 400,000 barrels [2] 3. Sector Performance - The transportation sector's performance over the past five trading days showed the Shanghai Composite Index up by 1.40%, while the transportation sector index fell by 0.3% [3] - The shipping sub-sector led gains with a 1.91% increase, while aviation faced a decline of 2.74% [3] 4. Investment Recommendations - The report suggests focusing on state-owned enterprises in the transportation sector, particularly in highways, railways, and ports, due to their high dividend yields and value [4] - It also highlights the potential for recovery in oil shipping and container shipping, recommending companies like COSCO Shipping and China Merchants Energy [4] 5. Key Company Earnings Forecasts - The report includes earnings forecasts and valuations for key companies in the transportation sector, indicating a positive outlook for those involved in oil and container shipping [78]

Summary of the Airline Industry Conference Call Industry Overview - The conference call focuses on the Chinese airline industry, highlighting a potential super cycle driven by demand and changes in oil pricing dynamics [1][4][44]. Key Points and Arguments 1. **Super Cycle Potential**: The Chinese airline industry is expected to enter a super cycle due to a shift in oil pricing logic and OPEC+ strategy adjustments, leading to lower oil prices and increased profit margins for airlines [1][4]. 2. **Market Dynamics**: The focus should shift from short-term oil prices and exchange rates to long-term growth logic in the airline sector to identify investment opportunities in A-shares and H-shares [1][4]. 3. **Profitability Challenges**: Despite high passenger load factors from 2017 to 2019, net profit margins were low (3%-5%) due to non-marketized ticket pricing and rapid fleet expansion [5][6]. 4. **Strategic Shifts**: Airlines are transitioning from a price-first strategy to a seat occupancy-first strategy, which may lead to lower-than-expected annual losses [1][10]. 5. **Supply and Demand Recovery**: The recovery of supply and demand is slower than anticipated, with international capacity affecting domestic market balance. However, ticket pricing reforms and slowed fleet growth are expected to drive a super cycle in the next one to two years [1][8][11]. 6. **Investment Opportunities**: Airlines with high-quality networks and customer bases are recommended for investment, as they are likely to benefit from the ongoing recovery and demand growth [2][35]. Additional Important Insights 1. **Long-term Growth Logic**: The long-term growth logic is crucial for attracting investor patience, as current valuations in A-shares and H-shares are not particularly cheap without this perspective [4][13]. 2. **Demand Drivers**: The demand for family travel and business travel remains strong, supported by demographic trends, ensuring steady growth in the coming years [2][32][44]. 3. **Capital Expenditure Trends**: Airlines are showing a decreased willingness to invest in fleet expansion due to persistent airspace bottlenecks and low expected returns on new aircraft investments [15][16][43]. 4. **Oil Price Impact**: A 13% decrease in oil prices could potentially increase annual profits for major airlines by approximately 4 billion yuan, significantly enhancing profitability [39][42]. 5. **Market Recovery**: The recovery of international routes is gaining momentum, aided by visa-free policies, which are expected to further improve the overall profitability of the airline industry [33][34]. Conclusion The Chinese airline industry is poised for a significant recovery and potential super cycle, driven by strategic shifts in pricing, demand growth, and improved profitability. Investors are encouraged to focus on airlines with strong networks and customer bases, as well as to consider the long-term growth potential of the sector amidst ongoing challenges.

Summary of Key Points from the Conference Call Industry Overview - The conference call primarily discusses the **aviation industry** and its investment strategies for the mid-term outlook towards 2025, along with insights into the **highway industry**. Core Insights and Arguments - **Domestic Passenger Load Factor**: As of May 2025, the domestic passenger load factor reached **85%-86%**, nearing historical peaks, indicating a potential for stronger sustained growth in the aviation sector [1][2] - **Profitability Improvement**: The aviation industry is expected to see improved profitability due to enhanced revenue management and rational pricing strategies, which have been positively influenced since May 2023 [2][3] - **Challenges Faced**: The aviation sector has faced challenges such as increased price sensitivity among business travelers, slower-than-expected recovery of international routes, and limited collaboration among airlines, which have pressured overall revenue levels [1][4] - **Supply-Side Challenges**: The global aviation industry is experiencing supply-side challenges, including engine issues leading to approximately **5%** of capacity being grounded and slow delivery of new aircraft, with Airbus and Boeing recovering to **65%** and **70%** of pre-pandemic delivery capabilities, respectively [9][11] - **Profitability Turning Point**: The second quarter of 2025 marks a turning point for profitability in the aviation sector, with major airlines nearing breakeven, reducing losses from **2 billion** to under **500 million** compared to the previous year [12][13] Investment Opportunities - **Investment Outlook for 2025**: The second half of 2025 is expected to present significant investment opportunities in the aviation sector, driven by a critical supply-demand balance and improved load factors [2][3] - **Recommended Companies**: Companies with strong earnings certainty such as **Spring Airlines**, **Juneyao Airlines**, and **China Eastern Airlines** are recommended for investment [3][13] - **Highway Industry Stability**: The highway sector is characterized by stable profitability and is recommended for long-term investment due to its defensive nature and clear dividend commitments from companies like **Yuexiu Transport** and **Wuhu Port** [15][16] Additional Important Insights - **Future Supply Growth**: The average supply growth in the aviation industry is projected to be around **1.8%** from 2025 to 2028, with a notable decline in growth rates expected in subsequent years due to ongoing supply chain issues and rising manufacturing costs [11][12] - **Airport Capacity Expansion**: The airport industry is entering a capacity expansion phase starting in 2025, with significant projects planned for major airports, which may enhance long-term investment value despite short-term cost pressures [14] - **Macro Economic Context**: The Japanese aviation market has shown resilience with a **4.2%** compound growth rate in passenger volume, significantly outpacing GDP growth, indicating strong travel demand despite economic slowdowns [6][7] This summary encapsulates the key points discussed in the conference call, providing a comprehensive overview of the aviation and highway industries, their challenges, opportunities, and future outlooks.

Investment Rating - The report rates the transportation industry as "Outperforming the Market" [2] Core Insights - The easing of the Israel-Iran conflict has led to a decline in oil tanker rates, with the VLCC market shifting from geopolitical influences to supply-demand fundamentals [3][14] - The establishment of the General Aviation and Low Altitude Economy Working Group by the Civil Aviation Administration of China (CAAC) aims to enhance the development of low-altitude economy and general aviation [3][16] - The price of unmanned logistics vehicles has dropped to around 20,000 yuan, contributing to a 5.3% year-on-year growth in national social logistics total in the first five months of 2025 [3][22] Industry Highlights - The VLCC market sentiment has transitioned to supply-demand fundamentals, with tanker rates under pressure due to increased competition among shipowners and no significant rise in cargo volumes [3][14] - As of July 4, 2025, the shipping rates from Shanghai to Europe increased by 3.5% to 2,101 USD/TEU, while rates to the US West and East coasts decreased by 19.0% and 12.6%, respectively [3][15] - In the first half of 2025, 117 new international air cargo routes were opened in China, with over 233 round-trip flights added weekly [3][16][18] - The logistics sector has seen a total of 138.7 trillion yuan in social logistics, reflecting a 5.3% year-on-year increase, with a slight deceleration in growth compared to previous months [3][24] High-Frequency Data Tracking - In June 2025, domestic cargo flights increased by 9.42% year-on-year, while international flights rose by 32.87% [26][33] - The express delivery sector experienced a 17.20% year-on-year increase in business volume in May 2025, with total express business volume reaching 173.2 billion pieces [56][58] - The national port cargo throughput reached 7.345 billion tons in the first five months of 2025, marking a 3.8% year-on-year growth [52]