中航重机股份有限公司 2025 年第三次临时股东大会 会 议 文 件 中航重机股份有限公司 2025 年 8 月 5 日 1 目 录 | 2025 年第三次临时股东大会会议议程 3 | | | --- | --- | | 关于募集资金投资等温锻项目部分调整的议案 | 4 | | 关于修订《中航重机股份有限公司章程》的议案 | 5 | | 关于修订《中航重机股份有限公司董事会议事规则》的议案 | 6 | | 关于修订《中航重机股份有限公司独立董事工作制度》的议案 | 7 | | 关于修订《中航重机股份有限公司股东会议事规则》的议案 | 8 | | 关于修订《中航重机股份有限公司关联交易管理办法》的议案 | 9 | | 关于取消监事会及废除监事会议事规则的议案 | 10 | 2 中航重机股份有限公司 2025 年第三次临时股东大会会议议程 一、会议时间：2025 年 8 月 5 日（星期二）上午 9:00 四、会议议程： | 时间 | 内 容 | | --- | --- | | 9:00～9:05 | 一、主持人介绍会议议程，宣读监票人、计票人名单,提请大会通过 | | | （举手表决） | | 9:05～9:4 ...

Group 1: Key Insights on Childcare Subsidy Policy - The national childcare subsidy policy was officially announced, with an estimated annual subsidy of approximately 100 billion yuan, expected to boost demand in related sectors [3][4][24] - The subsidy will be distributed annually starting from January 1, 2025, at a base rate of 3,600 yuan per child per year for eligible children under three years old [3][25] - The policy emphasizes fairness, efficiency in distribution, and tax exemption for the subsidies, reflecting the government's commitment to addressing fertility and population issues [3][25][26] Group 2: Impact on Dairy Industry - The implementation of the childcare subsidy is anticipated to significantly increase consumption of dairy products, particularly infant formula, thereby enhancing the overall market sentiment in the dairy sector [4][27] - The estimated total subsidy of around 100 billion yuan is substantial compared to the 2024 sales total of 510.5 billion yuan for large-scale dairy enterprises, indicating a potential multiplier effect on consumption [4][26] - The report suggests that the subsidy could lead to additional local government initiatives to further increase the subsidy amounts, enhancing the overall impact on the dairy market [4][26] Group 3: Military Industry Insights - The military sector is experiencing a long-term positive trend due to increasing geopolitical tensions, with a focus on enhancing national defense capabilities [7][28] - Recent military activities, including joint patrols and the introduction of new military technologies, highlight the ongoing commitment to strengthening defense [8][29] - The report indicates that the military industry is expected to benefit from increased government spending and strategic focus on defense in response to evolving international security dynamics [7][31]

Investment Rating - The report rates the military industry as "Overweight" [5][12]. Core Viewpoints - The intensification of great power competition is a long-term trend, indicating a positive long-term outlook for the military industry. Increased defense spending is essential to ensure peace and security, especially as tensions around China may escalate [2][8]. Summary by Sections Investment Highlights - Key investment themes include: 1. General Assembly: AVIC Shenyang Aircraft Corporation, Aerospace South Lake, AVIC Xi'an Aircraft Industry [11]. 2. Components: AVIC Optoelectronics, Aerospace Electric, Guobang Electronics, Ruichuang Micro-Nano [11]. 3. Subsystems: AVIC Onboard, North Navigation [11]. 4. Materials and Processing: AVIC Heavy Machinery, Feilihua, Guangwei Composite, Huayin Technology, Bolite, Western Materials, Aviation Materials [11]. Market Review - The military industry index rose by 1.22% from July 20 to July 25, underperforming the broader market by 0.45 percentage points, ranking 24th out of 29 sectors [13][16]. - The Shanghai Composite Index increased by 1.67%, and the ChiNext Index rose by 2.76% during the same period [13][16]. Major News in the Military Industry - The 155th joint patrol operation in the Mekong River concluded successfully, highlighting international cooperation in regional security [9][24]. - The China Weapon Industry Group showcased new unmanned and anti-unmanned combat systems, emphasizing advancements in military technology [23]. - The successful first flight of the Xinzhou 60 civil rescue aircraft marks a significant step in enhancing China's emergency response capabilities [23]. International Military Situation - The report notes a complex international military landscape, with various nations calling for an end to the Gaza conflict and highlighting the importance of defense construction amid ongoing tensions [10][25]. - The U.S. has increased its military presence in the Pacific, deploying additional submarines in response to perceived threats from China [10][30].

Group 1 - The core viewpoint of the news is the performance and holdings of the Qianhai Kaiyuan New Economy Mixed A fund, which has shown positive growth in recent months and has a significant portion of its assets in top ten stock holdings [1] - As of July 25, 2025, the latest net value of the fund is 2.2053 yuan, reflecting a growth of 0.60% [1] - The fund's one-month return is 5.67%, ranking 522 out of 1179 in its category, while the three-month return is 12.61%, ranking 351 out of 1174 [1] - Year-to-date, the fund has achieved a return of 7.35%, with a ranking of 592 out of 1161 in its category [1] Group 2 - The top ten stock holdings of the Qianhai Kaiyuan New Economy Mixed A fund account for a total of 51.24%, with notable investments in companies such as Farah Electronics (8.19%), Unisplendour (6.13%), and Shenghong Co. (5.93%) [1] - The fund was established on August 20, 2014, and as of June 30, 2025, it has a total scale of 3.676 billion yuan [1] - The fund manager, Cui Chenlong, has extensive experience in the investment field, having held various positions since joining Qianhai Kaiyuan Fund Management Company in August 2017 [2]

Macro Summary - As of the end of June, the total installed power generation capacity in the country reached 3.65 billion kilowatts, representing a year-on-year growth of 18.7%. The average utilization hours of power generation equipment from January to June were 1504 hours, a decrease of 162 hours compared to the same period last year [4] - The National Development and Reform Commission is actively taking practical measures to improve the collaborative development system between state-owned and private enterprises, aiming to mitigate excessive competition and expand cooperation in the industrial supply chain [4] - The Ministry of Finance, General Administration of Customs, and State Taxation Administration jointly issued a notice regarding tax policies for goods entering and exiting the Hainan Free Trade Port [4] Industry Dynamics - The upcoming Global RWA Data Industry Conference will establish the "RWA Global Industry Alliance" to initiate the construction of international standards. Related stocks include GCL-Poly Energy (002015) and Tianyuan Dike (300047) [6] - China Fusion Energy Co., Ltd. has been established in Shanghai, marking an acceleration in the development of the nuclear fusion industry in China. Related stocks include Yongding Co., Ltd. (600105) and Baoli Electric (600468) [6] - The Shanghai Data Exchange held a closed-door seminar titled "New Opportunities in the Capital Market: RDA," introducing the new RDA paradigm for the first time. Related stocks include Shanghai Steel Union (300226) and COSCO Shipping Technology (002401) [6] Company Focus - International Medical (000516) is enhancing its refined operational capabilities and leveraging differentiated advantages to continuously strengthen its overall strength [8] - Funeng Technology (688567) has secured a designated SPS battery cooperation with GAC Group, and its semi-solid batteries have achieved large-scale shipments [8] - AVIC Heavy Machinery (600765) has incorporated a 30% cash dividend minimum into its articles of association, providing a rigid safeguard for shareholder returns [8] - Snowman Group (002639) has proactively developed technical solutions for the concrete temperature control needs of major hydropower projects, which will provide supporting services in subsequent construction [8] Market Review and Outlook - On July 23, the market experienced a high and then a pullback, with the three major indices showing mixed results. The Shanghai Composite Index closed up 0.01%, while the Shenzhen Component Index fell by 0.37% and the ChiNext Index was down 0.01%. Over 4000 stocks in the market declined [10] - The total trading volume for the day was 1.86 trillion, a decrease of 28.4 billion compared to the previous trading day. The market showed signs of divergence as the indices reached new highs, with the Shanghai Composite Index briefly surpassing the 3600-point mark [10] - The market sentiment was cautious, with a lack of leading stocks to drive short-term enthusiasm. The super hydropower concept stocks showed significant divergence, while the financial sector saw activity from brokers, banks, and insurance companies, although most retreated in the afternoon [10] - Technically, after the Shanghai Composite Index's attempt to reach 3600 points, it closed with a long upper shadow, indicating heavy selling pressure above. The short-term moving averages remain in a bullish arrangement, but the MACD indicator shows a reduction in upward momentum [11]

从解禁量来看，3家公司解禁股数超千万股。中航重机、军信股份、物产中大解禁量居前，解禁股数分 别为9371.99万股、6722.46万股、3798.07万股。从解禁市值来看，3家公司解禁股数超亿元。中航重 机、军信股份、盛景微解禁市值居前，解禁市值分别为15.84亿元、10.13亿元、3.97亿元。从解禁股数 占总股本比例来看，盛景微、军信股份、中航重机解禁比例居前，解禁比例分别为9.53%、8.52%、 5.95%。 4、5家公司披露回购进展 （原标题：今日看点｜国新办将举行新闻发布会，国家医保局介绍"十四五"时期深化医保改革，服务经 济社会发展有关情况） 7月24日重点关注的财经要闻与资本市场大事： 1、国新办将举行新闻发布会 国家医保局介绍"十四五"时期深化医保改革，服务经济社会发展有关情况 7月24日上午10时，国新办将举行"高质量完成'十四五'规划"系列主题新闻发布会，国家医疗保障局局 长章轲介绍"十四五"时期深化医保改革，服务经济社会发展有关情况，并答记者问。 2、商务部将召开7月第3次例行新闻发布会 7月24日下午3时，商务部将举行新闻发布会，新闻发言人介绍近期商务领域重点工作有关情况，并答记 者 ...

Core Viewpoint - Recently, AVIC Heavy Machinery (600765.SH) revised its company articles to include a commitment to distribute at least 30% of the annual net profit attributable to shareholders as cash dividends, reflecting the company's dedication to enhancing investor returns and market value management [1][2]. Group 1: Dividend Policy and Corporate Governance - The new articles of association institutionalize a minimum cash dividend distribution of 30% of the annual net profit, showcasing the company's commitment to stable returns for investors [1]. - This move aligns with national policies aimed at improving the quality of listed companies and enhancing investor return mechanisms, particularly encouraging state-owned enterprises to adopt stable dividend and buyback strategies [1][2]. - AVIC Heavy Machinery has maintained a leading position in shareholder returns over the past two years, with a consistent 30% dividend payout ratio, indicating strong fundamental support [2]. Group 2: Financial Performance and Market Position - In 2023, the company achieved a net profit of 1.329 billion yuan, with cash dividends totaling 399 million yuan, maintaining a 30% payout ratio [2]. - For 2024, the projected net profit is 640 million yuan, with cash dividends expected to be 192 million yuan, again sustaining the 30% payout ratio [2]. - The company reported a revenue of approximately 5.751 billion yuan for the first half of 2025, a year-on-year decrease of about 4.5%, but still meeting 50.01% of its annual target [2]. - In Q2, the company achieved revenue of approximately 3.445 billion yuan, a year-on-year increase of about 11.20%, while net profit attributable to shareholders was approximately 289 million yuan, reflecting a year-on-year decrease of about 28.82% [3]. - The commercial aviation business grew by approximately 22% year-on-year, and the civil business grew by approximately 25%, indicating strong operational resilience during industry adjustments [3].

Group 1 - China launched the "High-Quality Development" series press conference on July 21, focusing on the achievements in building a strong transportation nation [3] - The China Securities Index Co., Ltd. officially launched the "Specialized and Innovative 100 Index" on July 21 [3] - The Shenzhen Stock Exchange released the "Shenzhen Specialized and Innovative Index" on July 21 [3] - The Shanghai Stock Exchange officially launched two indices, including the "Shanghai Stock Exchange Science and Technology Innovation Board Index" on July 21 [3] Group 2 - The Chinese Embassy in Spain criticized U.S. interference in Huawei's normal business operations, calling it typical bullying behavior [5] - The embassy emphasized the need for mutual respect and equal cooperation between China and Spain, free from third-party interference [5] Group 3 - A serious lead contamination issue was reported at the Brownstone Peixin Kindergarten in Gansu, leading to the arrest of six individuals for producing toxic food [6] - The Gansu Provincial Health Commission announced that the Gansu Provincial People's Hospital will fully manage the Second People's Hospital of Tianshui to improve healthcare services [6] - A treatment and service guarantee plan for children affected by lead contamination at the kindergarten was released, including a special fund for treatment costs [6] Group 4 - Typhoon "Wipha" caused significant impacts in Guangdong, prompting the National Disaster Reduction Committee to initiate a Level 4 emergency response [7] - A red warning for mountain flood disasters was issued for several regions, including southern Guangdong and northern Hainan [7] - The city of Foshan in Guangdong reported 1,873 confirmed cases of Chikungunya fever, all of which are mild cases [7] Group 5 - The summer box office for 2025 has surpassed 4 billion yuan, with top films including "Jurassic World: Rebirth" and "Detective Conan: The One-Eyed Phantom" [8] Group 6 - Nvidia's CEO Huang Renxun highlighted the unique vitality and innovation capacity of the Chinese market, emphasizing its importance for technology suppliers [13] - The ongoing family property dispute involving Wahaha is set to have a new development on August 1, as the Hong Kong High Court will hold a hearing [13] Group 7 - Zeekr denied reports about selling "0-kilometer used cars," clarifying that the vehicles in question are display cars that have not been registered [15] - The clarification aims to maintain the company's brand image and ensure product quality compliance [15] Group 8 - UBTECH Robotics secured the largest procurement order in the humanoid robot industry, amounting to approximately 90.51 million yuan [18] - This significant order is expected to boost the company's performance and demonstrate its technological strength [18] Group 9 - Jaguar Land Rover announced a full tax rebate policy for specific models purchased between July 20 and July 31, aiming to stimulate consumer interest [19] - This initiative is expected to positively impact brand development and market share [19] Group 10 - Hanbo Semiconductor has initiated listing guidance with CITIC Securities as the advisory institution, indicating potential entry into the capital market [20] - The company is controlled by two individuals who signed a concerted action agreement, ensuring no single shareholder holds more than 30% [20]

Meeting Information - The third extraordinary general meeting of shareholders for 2025 will be held on August 5, 2025, at 9:00 AM [1] - The meeting will take place at the conference room of AVIC Heavy Machinery Co., Ltd., located at No. 16, Airport Road, Shuanglong Aviation Port Economic Zone, Guiyang, Guizhou Province [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system, with voting available from 9:15 AM to 3:00 PM on the day of the meeting [1][3] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts for the same category of ordinary and preferred shares [3] - Votes exceeding the number of shares held or multiple votes for the same proposal will be considered invalid [3] Attendance and Registration - Shareholders registered with the China Securities Depository and Clearing Corporation Limited Shanghai Branch as of the close of trading on July 30, 2025, are eligible to attend the meeting [5] - Directors, supervisors, senior management, and appointed lawyers are also allowed to attend [4][5] - Registration requires shareholders to present their stock account card and identification [6]

Core Viewpoint - The company, AVIC Heavy Machinery Co., Ltd., has announced the cancellation of its supervisory board and the revision of its articles of association, which will require approval from the shareholders' meeting [1]. Group 1: Cancellation of Supervisory Board - The supervisory board will be abolished in accordance with the Company Law and relevant regulations, with its powers transferred to the audit and risk control committee of the board of directors [1][2]. - The original supervisors will be relieved of their duties, and the relevant personnel will be managed by their original appointing units [1]. Group 2: Main Revisions to Articles of Association - The revisions include the cancellation of the supervisory board, the assignment of its responsibilities to the audit and risk control committee, the addition of employee directors, and the renaming of "shareholders' meeting" to "shareholders' assembly" [2]. - Specific changes in the articles of association include updates to the company's legal status, governance structure, and operational scope [3][4][5]. Group 3: Governance Structure Changes - The articles now emphasize the establishment of a governance mechanism that strengthens the leadership of the Communist Party and ensures transparency and accountability [3][4]. - The company will maintain its independent operation and financial accountability, with shareholders limited to their subscribed shares in terms of liability [6][7]. Group 4: Responsibilities and Rights of Shareholders - The articles outline the rights of shareholders to propose temporary motions and the requirements for such proposals to be submitted [18][19]. - Shareholders are entitled to access company information and materials, ensuring transparency in governance [10][11]. Group 5: Independent Directors and Committees - The board will include independent directors who will play a crucial role in decision-making and protecting the interests of minority shareholders [32][33]. - The audit and risk control committee will be responsible for overseeing financial disclosures and internal controls, ensuring compliance with legal and regulatory requirements [34][35].