北京市嘉源律师事务所 关于中航沈飞股份有限公司 2025 年第三次临时股东会的 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 中航沈飞股份有限公司 2025年第三次临时股东会 嘉源 · 法律意见书 需 焦 律师事务所 IA YUAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI AN 致:中航沈飞股份有限公司 北京市嘉源律师事务所 关于中航沈飞股份有限公司 2025 年第三次临时股东会的 法律意见书 嘉源(2025)- 04-959 北京市嘉源律师事务所(以下简称"本所")受中航沈飞股份有限公司(以 下简称"公司")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《中航沈飞股 份有限公司章程》(以下简称"《公司章程》")的有关规定,指派律师对公司 2025 年第三次临时股东会(以下简称"本次股东会")进行见证,并依法出具 本法 ...

2025年第三次临时股东会决议公告 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。 重要内容提示： 中航沈飞股份有限公司 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 1,539 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,950,049,537 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 68.7825 | | 份总数的比例（%） | | (四) 表决方式是否符合《公司法》及《公司章程》的规定，会议主持情况等。 证券代码：600760 证券简称：中航沈飞 公告编号：2025-066 二、 议案审议情况 审议结果：通过 表决情况： | 股东 | | 同意 | | 反对 | | 弃权 | | | --- | --- | --- | --- | --- | --- | --- | --- | | 类型 | | 票数 | 比例（%） | 票数 | 比例（%） | 票数 | 比例（%） | | A | 股 | 1,94 ...

Group 1 - The Ministry of Industry and Information Technology aims to cultivate and expand emerging and future industries by 2026, focusing on sectors such as integrated circuits, new displays, new materials, aerospace, low-altitude economy, and biomedicine [1] - Support for artificial intelligence initiatives and the orderly development of satellite IoT commercial trials is emphasized, along with the establishment of national emerging industry development demonstration bases and innovative industrial clusters [1] - The development of 6G technology is highlighted as a key area for research and innovation [1] Group 2 - As of December 26, 2025, the CSI Defense Index (399973) increased by 0.91%, with notable gains in constituent stocks such as Guangwei Composites (300699) up 8.27% and Aerospace Electronics (600879) up 6.23% [2] - The CSI Defense Index reflects the overall performance of listed companies in the defense industry, selecting stocks from major military groups and those involved in supplying equipment to the armed forces [2] - The top ten weighted stocks in the CSI Defense Index account for 44.06% of the index, including companies like AVIC Shenyang Aircraft (600760) and Aero Engine Corporation of China (600893) [2]

沈飞新厂区核心厂房主体竣工 航空产业集群加速成型！沈飞新厂区核心厂房主体竣工，三大配套产业 园同步推进，"四横二纵"道路及"水电气热"主干管线建成，沈阳航空航天城建设正在紧锣密鼓推进，航 空产业集群加速成型。 沈阳航空航天城规划总面积79.2平方公里，其中沈飞新厂区规划包括部总装厂房主体及跑道等核心设 施，全面覆盖航空产品生产、试飞需求。今年6月底，沈飞新厂区部总装厂房顺利竣工，已正式启动产 品装配，标志着沈飞局部搬迁的核心任务已经取得实质性进展。结合产线调试进度与产能爬坡规划，预 计2026年，沈飞新厂区正式迈入批量生产阶段。未来3年至5年，沈飞新厂区将形成"智能化生产+全链 条"配套的生产基地格局，总产能将实现翻倍提升。当前，作为新厂区配套试飞跑道的核心载体，机场 跑道主体及配套试飞设施正在紧张建设中，建成后将主要承担飞行器试飞、性能验证等核心任务。 围绕沈飞新厂区建设主线，沈北新区同步推进重点配套产业园建设，聚焦沈飞复材、钛合金、航空装备 综合保障基地三大核心子项目布局，全力构建"主机+配套"的协同发展格局。沈飞复材项目已竣工，预 计于2026年年中正式投产，投产后主机厂复材制件类本地配套率将由50%提 ...

Summary of the Conference Call on the Aviation and Aerospace Industry Industry Overview - The domestic aviation and aerospace sector is supported by fundamentals, with companies like AVIC Shenyang Aircraft Corporation, AVIC Xi'an Aircraft Industry Group, and AVIC Chengdu Aircraft Industry Group expected to become domestic aviation giants through military-civilian integration and global expansion [1][4] - The C919 large aircraft project is progressing steadily, with a continuous increase in delivery volumes, although there is still room for improvement in the localization rate, which currently relies heavily on foreign engine and onboard equipment suppliers [1][5] Market Demand and Growth Potential - Over the next 20 years, the global demand for narrow-body and wide-body aircraft is projected to be significant, with a total market value of approximately $1.4 trillion, indicating substantial growth opportunities for domestic manufacturers, whose current revenue levels are far below market potential [1][6][7] - The aviation engine industry has immense potential, with the new aircraft engine market expected to reach RMB 130 billion annually, and the aftermarket potentially reaching RMB 500 billion, highlighting significant growth space for domestic leading enterprises [1][8] Competitive Landscape - GE Aviation dominates the global aerospace engine market, holding over 60% market share, while Rolls-Royce accounts for about 12% [1][9] - Domestic companies face challenges due to the monopoly of Western countries in the aerospace sector, with urgent needs for self-sufficiency and technological advancements to overcome these barriers [1][10] Challenges and Opportunities - The domestic aerospace industry is experiencing a supply-demand mismatch, with a significant backlog of orders and limited delivery capabilities, reflecting technological shortages and insufficient self-sufficiency [1][10][11] - Government policies have been supportive of the development of domestic commercial engines since the 13th Five-Year Plan, with expectations for technological breakthroughs by the end of the 15th Five-Year Plan, which will enhance localization rates and drive the development of the domestic industrial system [1][11] Investment Insights - Investment in aviation-related companies should focus on long-term growth potential rather than short-term valuations, with an emphasis on domestic substitution and mass production as key factors for future value growth [1][14] - The aviation sector's development is not solely reliant on individual events but also on the increasing interest in commercial space, active rocket markets, and the long-term accumulation of military companies, suggesting a positive long-term outlook for the industry [1][15] Key Players and Supply Chain - The core flight system sector includes major domestic companies such as AVIC Power, AVIC Technology, and AVIC Control, which are significant contractors in the sub-systems [1][13] - The relationship between civil aviation and military aviation is crucial, with many civil aviation components relying on military suppliers, indicating that companies involved in material supply will benefit from increased localization in civil aviation [1][12]

Group 1 - The core project of the aviation industry, Shenyang Aerospace City, is progressing rapidly, with the main structure of the new factory area completed and supporting industrial parks advancing simultaneously [1] - The total planned area of Shenyang Aerospace City is 79.2 square kilometers, with the new factory area covering core facilities for aircraft production and test flights [1] - The new factory area is expected to enter mass production by 2026, with total production capacity projected to double in the next 3 to 5 years [1] Group 2 - The Shenyang Composite Materials project has been completed and is expected to start production in mid-2026, increasing the local supply rate of composite parts from 50% to 80% [2] - The Titanium Alloy project focuses on forming and additive manufacturing production lines, with key products including aircraft skin panels and structural components [2] - The Shenyang Aviation Equipment Comprehensive Support Base project is set to be delivered by 2026, providing a full-chain aviation support service platform [2] Group 3 - As the construction of Shenyang Aerospace City progresses, the Shenybei New District has gathered 139 aerospace enterprises and research units, forming an initial complete aviation industry chain [3] - The industry ecosystem is expanding from component manufacturing and mechanical processing to high-value-added fields such as avionics systems and flight control software [3]

Core Insights - The article highlights the ongoing construction of a student dormitory at the Chinese Academy of Sciences' Institute of Metal Research, emphasizing the urgency to complete the project ahead of schedule for student occupancy by September next year [3][4]. Group 1: Project Overview - The dormitory project has a total construction area of over 42,000 square meters, which includes dormitories, a gymnasium, and supporting facilities [3]. - The original contract deadline was set for June 18 next year, but the project manager is negotiating to finish the main interior work before the Spring Festival to allow for adequate ventilation [3][4]. Group 2: Construction Management - The construction team works long hours, often from early morning until late at night, to manage the logistics of transporting materials and ensuring timely installation [4]. - A "sales list" is maintained to track minor corrections needed during the final stages of construction, emphasizing the importance of quality and attention to detail in delivering a livable space [4]. Group 3: Personal Commitment and Community Impact - The project manager expresses pride in contributing to significant local projects, particularly those that serve educational purposes, reflecting a deep sense of responsibility towards the community [5]. - The construction industry in Shenyang is experiencing a shift, with a focus on project completion and quality, as evidenced by the completion of nearly 3,000 key projects in 2025 [6]. Group 4: Broader Industry Context - The article mentions various significant projects in Shenyang, including the Wangjiabao Ice Sports Center and the BMW sixth-generation power battery project, indicating a robust construction and development environment [6]. - The successful listing of Northeast China's first public REITs and the efficient operation of the China-Europe Railway Express (Shenyang) center highlight ongoing reforms and investments in the region [6].

Group 1 - The core viewpoint is that AVIC Shenyang Aircraft Corporation (中航沈飞) is positioned for significant growth due to the increasing production of the J-35 series and its strong competitive edge in both domestic and international military trade markets [1][3] - The company has received 4 billion yuan from a recent private placement, which will be used to enhance capabilities in composite materials, titanium alloys, and aircraft maintenance, thereby extending its production capacity and improving delivery capabilities [2] - The J-35 carrier-based fighter model is set to debut at the Zhuhai Airshow in 2024, showcasing its multi-type capabilities and high technology maturity, which will enhance the reliability of the equipment [2] Group 2 - AVIC Shenyang is actively implementing a military trade special action plan and has established an organizational structure to support this initiative, aiming to accelerate the development of high-end military equipment in the international market [3] - The company is expected to benefit from the evolving landscape of the international military trade market, as it has a comprehensive range of aircraft models and is a key player in the aviation industry chain [3]

Core Viewpoint - The aviation equipment sector experienced a significant increase of 2.98% on December 25, with Guanglian Aviation leading the gains, reflecting positive market sentiment in this industry [1]. Group 1: Market Performance - The Shanghai Composite Index closed at 3959.62, up by 0.47%, while the Shenzhen Component Index closed at 13531.41, up by 0.33% [1]. - Guanglian Aviation saw a remarkable rise of 19.99%, closing at 31.21, with a trading volume of 543,100 shares and a transaction value of 1.668 billion [1]. - Other notable performers included Boyun New Materials, which increased by 10.04% to 12.39, and Aviation Power Technology, which rose by 10.00% to 36.52 [1]. Group 2: Capital Flow - The aviation equipment sector recorded a net inflow of 1.106 billion in main funds, while retail investors experienced a net outflow of 309 million [2][3]. - Guanglian Aviation attracted a net inflow of 244 million from main funds, despite a net outflow of 162 million from speculative funds [3]. - Aviation Power Technology also saw a net inflow of 217 million from main funds, with retail investors withdrawing 117 million [3].

Core Viewpoint - The trading activity of ETFs related to chips and military industries remains active, with significant transaction volumes observed, particularly in the robotics sector and cross-border ETFs, despite a quieter market due to the Hong Kong stock market holiday [1][3]. Group 1: ETF Trading Activity - Chip and military-related ETFs saw a half-day trading volume of approximately 1 billion yuan, while the robotics ETF (562500) recorded a trading volume of 767 million yuan [1]. - The Hong Kong Securities ETF (513090) had a notable half-day trading volume exceeding 2 billion yuan, attributed to the impact of the Hong Kong stock market being closed [3]. - The top-performing ETFs by trading volume included the Sci-Tech Chip ETF (588200) with 1.194 billion yuan, and the Communication ETF (515880) with 946 million yuan [2]. Group 2: Aerospace and Defense ETFs - Aerospace-related ETFs showed strong performance, with the Aerospace ETF (563380) achieving a half-day increase of 4.23%, and a trading volume of 42.65 million yuan [4][5]. - The National Aerospace and Aviation Industry Index, which the Aerospace ETF tracks, reflects the price changes of large-cap stocks in the aerospace sector, demonstrating high elasticity during market rebounds [6]. - Key stocks within the National Aerospace and Aviation Industry Index include AVIC Shenyang Aircraft Company (600760) with a weight of 11.26%, and Aero Engine Corporation of China (600893) with a weight of 8.62% [7].