北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 8519-1300 传真：(86-10) 8519-1350 北京市君合律师事务所 关于中国国际航空股份有限公司 2025 年度向特定对象发行 A 股股票的 法律意见书 二零二五年十二月 | 北京总部 | 电话: (86-10) 8519-1300 | 上海分所 | 电话: (86-21) 5298-5488 | 广州分所 | 电话: (86-20) 2805-9088 | 深圳分所 | 电话: (86-755) 2939-5288 | | --- | --- | --- | --- | --- | --- | --- | --- | | | 传真: (86-10) 8519-1350 | | 传真: (86-21) 5298-5492 | | 传真: (86-20) 2805-9099 | | 传真: (86-755) 2939-5289 | | 杭州分所 | 电话: (86-571) 2689-8188 | 成都分所 | 电话: (86-28) 6739-8000 | 西安分所 | 电话: (86-29) 8550-9 ...

中信证券股份有限公司 关于 中国国际航空股份有限公司 2025 年度向特定对象发行 A 股股票 之 上市保荐书 保荐人（主承销商） 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 二〇二五年十二月 声 明 保荐人及其保荐代表人根据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司证券发行注册管理办法》《证券发行上市保荐业务管理办法》等有关法律、 法规的规定，诚实守信，勤勉尽责，严格按照依法制订的业务规则、行业执业规范和自 律规范出具本上市保荐书，并保证所出具文件的真实性、准确性和完整性。 本上市保荐书中如无特别说明，相关用语与《中国国际航空股份有限公司 2025 年 度向特定对象发行 A 股股票募集说明书》中的含义相同。 3-2-1 一、发行人基本情况 | 公司中文名称 | 中国国际航空股份有限公司 | | --- | --- | | 注册地址/实际经营地 | 北京市顺义区天柱路 30 号院 1 号楼 1 至 9 层 101 | | 股本 | 17,448,421,000 股 | | 法定代表人 | 刘铁祥 | | 成立日期 | 2004 年 9 月 30 日 | | 统一社会信用代码 ...

公司本次向特定对象发行 A 股股票事项尚需上海证券交易所审核通过并报中国证监会注册等手续，在 中国证监会同意注册后方可实施，能否获得上海证券交易所审核通过并获中国证监会同意注册及相应的 时间均存在不确定性。 上海证券交易所依据相关规定对公司报送的沪市主板上市公司发行证券的募集说明书及相关申请文件进 行了核对，认为申请文件齐备，符合法定形式，决定予以受理并依法进行审核。 格隆汇1月8日丨中国国航(601111.SH)公布，公司于近日收到上海证券交易所出具的《关于受理中国国 际航空股份有限公司沪市主板上市公司发行证券申请的通知》(上证上审(再融资)〔2026〕5号)。 ...

Market Overview - The aviation and airport sector experienced a decline of 0.33% on January 8, with Xiamen Airport leading the drop [1] - The Shanghai Composite Index closed at 4082.98, down 0.07%, while the Shenzhen Component Index closed at 13959.48, down 0.51% [1] Stock Performance - Notable stock performances include: - CITIC Hainan Airlines (Code: 6600000) rose by 2.26% to close at 21.27 with a trading volume of 249,100 shares and a turnover of 530 million yuan [1] - Spring Airlines (Code: 601021) increased by 0.66% to 59.43 with a turnover of 310 million yuan [1] - China Eastern Airlines (Code: 600115) saw a rise of 0.65% to 6.18 with a trading volume of 827,800 shares [1] - Xiamen Airport (Code: 600897) fell by 1.86% to 17.39 with a turnover of 162 million yuan [2] Capital Flow - The aviation and airport sector saw a net outflow of 222 million yuan from major funds, while retail investors contributed a net inflow of 243 million yuan [2] - The capital flow for individual stocks indicates: - CITIC Hainan Airlines had a net outflow of 33.83 million yuan from major funds [3] - Shanghai Airport experienced a net inflow of 11.45 million yuan from major funds [3] - Xiamen Airport had a net outflow of 15.54 million yuan from major funds but a net inflow of 16.07 million yuan from retail investors [3]

Core Insights - The domestic flight market in China has experienced a dramatic price drop following the New Year holiday, with many popular routes offering tickets at 1-2 fold discounts [1][10] - The price of round-trip tickets from Guangzhou to Shanghai has fallen to as low as 210 yuan, equivalent to a 1.1-fold discount, while flights from Chongqing to Ningbo are available for only 199 yuan, under 1-fold [1][3] - The reduction in ticket prices is attributed to a temporary decrease in passenger flow after the holiday, creating a "window" for off-peak travel [10] Price Trends - The first week after the New Year saw a significant drop in ticket prices, with many flights priced at 1-fold or lower [3][4] - For example, flights from Guangzhou to Wenzhou are available for as low as 200 yuan, representing a 1.5-fold discount [3] - Flights from Shanghai to Shenyang are priced at 200 yuan (0.9-fold), with similar low prices for other destinations [5] Fuel Surcharge Adjustments - Starting January 5, several airlines, including Air China and China Eastern Airlines, have reduced their fuel surcharge fees, with charges for flights under 800 kilometers dropping by 10 yuan and those over 800 kilometers by 20 yuan [9] - This adjustment can save families hundreds of yuan on round trips, further enhancing the attractiveness of travel during this period [9] Market Dynamics - The low ticket prices are expected to persist due to the seasonal nature of travel demand, with a significant increase in passenger numbers anticipated as schools break for winter holidays at the end of January [10] - The Civil Aviation Administration of China reported a strong performance during the New Year holiday, with a total of 5.88 million passengers, a 10.4% year-on-year increase [11] - Analysts predict that the airline industry will enter a new development phase in 2026, with improved supply-demand dynamics likely to enhance profitability [12]

Core Viewpoint - The domestic flight market in China has experienced a dramatic price drop following the New Year holiday, with many popular routes offering tickets at significantly reduced prices, creating opportunities for off-peak travel [1][8]. Price Trends - After the New Year holiday, ticket prices have plummeted, with flights from Guangzhou to Shanghai available for as low as 210 yuan, equivalent to a 1.1% discount [1][3]. - Multiple routes, such as from Guangzhou to Wenzhou, have tickets priced at 200 yuan, reflecting discounts between 1% to 2% [3][4]. - Flights from Shanghai to Shenyang and other cities are also available for around 200 yuan, with discounts as low as 0.9% [5][6]. Market Dynamics - The significant drop in ticket prices is attributed to a temporary decrease in passenger flow after the holiday season, with a projected one-month window for off-peak travel before the winter vacation begins [8][9]. - Airlines are maintaining flight capacity to ensure aircraft utilization, leading to an oversupply of seats and further contributing to the price reductions [9]. Industry Outlook - The aviation industry is expected to enter a new development phase in 2026, with predictions of improved supply-demand dynamics and potential profitability for major airlines [10]. - Reports indicate that 2025 may mark the first year of recovery for large airlines, while 2026 could see significant profit potential [10].

据广州日报，记者在一家第三方售票平台查询发现，近期从广州出发去往多个城市的机票价格低至两百多元。 浙江杭州市民王女士表示，节后出行机票价格"大跳水"，她购买的1月9日杭州飞广州机票价格仅需200多元，刚好撞上周五，可以在下班后直接"冲"。 元旦过后，国内多条航线机票价格"大跳水"，有的机票价格甚至低至一折，部分消费者选择错峰出游。 | 特价优选 ●南京出发 | | | 查看更多 > | 特价优选 ◎南京出发 | 查看更多 > | | --- | --- | --- | --- | --- | --- | | 2 超值低价 | ○ 出行热门 | | 文隆阳 6 | 2 超值低价 ○ 出行热门 | ○ 精选推荐 □ 宝藏冷门 | | 全国低价 | 降幅超省 | | 精选折扣 | 全国低价 降幅超省 | 精选折扣 | | 单程 往返 | | | 未来1个月 ▽ | 单程 往返 | 未来1个月 √ | | 南京 一 沈阳 | | ਨਵਰਰ | ×200 | 南京一通辽 | ×450 | | 01-06 周二 | | ↓ 61% | | 01-13 周二 | 1折 ¥4500 | | 南京 一 长春 | | 7480 ...

每经编辑｜许绍航 元旦过后，国内多条航线机票价格"大跳水"，有的机票价格甚至低至一折，部分消费者选择错峰出游。 据广州日报，记者在一家第三方售票平台查询发现，近期从广州出发去往多个城市的机票价格低至两百多元。 浙江杭州市民王女士表示，节后出行机票价格"大跳水"，她购买的1月9日杭州飞广州机票价格仅需200多元，刚好撞上周五，可以在下班后直接"冲"。 另据南京发布，南京飞往沈阳、长春、西昌、西双版纳、揭阳等热门旅游目的地的机票票价降幅也都超50%，出发至通辽、锡林郭勒等地机票甚至出现1 折机票。 | 特价优选 ●南京出发 | | | 查看更多 > | 特价优选 ◎南京出发 | | | 查看更多 > | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2 超值任价 | ○ 出行热门 ○ 精选推荐 | | (9 宝藏冷) | 2 超值低价 | ○ 出行热门 | △ 精选推荐 | () 宝藏冷) | | | 全国低价 | 降幅超省 | | 精选折扣 | 全国低价 | 降幅超省 | | 精选折扣 | | | 单程 往返 | | | 未来1个月 v ...

Core Insights - The domestic flight market in China has experienced a dramatic price drop following the New Year holiday, with many popular routes offering tickets at 1-2% of their original prices [1][2] - The price adjustments are attributed to a seasonal decrease in passenger traffic after the holiday, creating a "window" for off-peak travel opportunities [2][3] Group 1: Price Trends - Ticket prices from Guangzhou to Shanghai have fallen to as low as 210 yuan, equivalent to 1.1% of the original price, while flights from Chongqing to Ningbo are available for only 199 yuan, or less than 1% [1][2] - Numerous routes from major cities, including Beijing and Shanghai, are seeing prices around 200 yuan, with discounts generally below 1.3% [2] Group 2: Fuel Surcharge Adjustments - Alongside the drop in ticket prices, domestic airlines have also reduced fuel surcharges, with new standards implemented on January 5, lowering fees by 10 yuan for flights under 800 kilometers and 20 yuan for longer flights [2] - This adjustment can save families significant amounts on travel costs, enhancing the overall affordability of air travel [2] Group 3: Market Performance and Future Outlook - The civil aviation market performed well during the New Year holiday, with a total passenger volume of 5.88 million, reflecting a year-on-year increase of 10.4% [3] - Analysts predict that the aviation industry will enter a new development phase in 2026, with improved supply-demand dynamics expected to enhance profitability [3][4]

Core Viewpoint - The aviation industry in China is expected to continue its recovery, with significant improvements in demand and a potential turnaround in profitability by 2025, driven by a strong rebound in passenger traffic and strategic pricing adjustments [2][5]. Group 1: Short-term Outlook - The upcoming New Year holiday is anticipated to see robust air travel demand, with significant increases in both volume and pricing compared to previous years [4]. - The Spring Festival travel peak is expected to maintain active business and personal travel, although the holiday's impact may be weaker than in previous years [4]. Group 2: Demand and Supply Dynamics - Passenger traffic is projected to grow by 5-6% in 2025, with domestic routes increasing by 4% and international routes by over 20% [2]. - The industry is entering a low growth phase in supply, with a projected fleet size increase of approximately 3.7% by November 2025 compared to the end of 2024 [2]. Group 3: Performance Metrics - The passenger load factor is expected to reach a historical high, with a year-on-year increase of 1.7 percentage points, while ticket prices remain at historically low levels [2]. - Domestic ticket prices are estimated to decrease by 2-3% year-on-year, while international ticket prices may see significant increases in the latter half of the year due to strong inbound demand [2]. Group 4: Quarterly Performance Expectations - In Q1, passenger traffic is expected to reach new highs due to strong personal demand, but ticket prices may decline by about 10% year-on-year, limiting profitability improvements [3]. - Q2 is projected to see significant reductions in losses due to active business travel and favorable supply-demand conditions [3]. - Q3 may experience weaker business demand, impacting profitability despite a slight increase in ticket prices driven by recovering demand from September [3]. - Q4 is expected to continue the trend of significant loss reduction, supported by strong holiday travel and stable load factors [3]. Group 5: Long-term Outlook - The Chinese aviation industry is anticipated to enter a "super cycle," with sustainable growth in demand and a recovery in pricing and profitability expected to begin in 2026 [5]. - The market has achieved price liberalization, and the focus on improving network quality will be crucial for traditional airlines' future profitability [5].