航发动力 2025 年第二次临时股东会 法律意见书 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI`AN 一、本次股东会的召集与召开程序 本次股东会由公司董事会召集。本次股东会会议通知及变更会议地点的通知 已分别于 2025 年 8 月 28 日和 2025 年 9 月 12 日在中国证券监督管理委员会指定 网站公告。上述公告载明了本次股东会召开的日期、地点、表决方式、提交会议 审议的事项、出席会议的对象及登记办法、联系人等。 致：中国航发动力股份有限公司 北京市嘉源律师事务所 关于中国航发动力股份有限公司 2025 年第二次临时股东会的法律意见书 嘉源(2025)-04-695 受中国航发动力股份有限公司（以下简称"公司"）委托，北京市嘉源律师 事务所（以下简称"本所"）指派律师现场出席了公司 2025 年第二次临时股东 会（以下简称"本次股东会"），并依据《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》"） 及《中国航发动力股份有限公司章程》（以下简称"《公司章程》"） ...

Core Points - The 2025 Air Force Aviation Open Day and Changchun Airshow commenced on September 19, showcasing significant military equipment and providing a visual feast for the public [1] - The airshow features over a hundred types of active military aircraft and ground equipment, with notable first-time displays including the J-20 stealth fighter and a bomber formation [2] - The J-10C fighter jet has its own dedicated exhibition area, highlighting its recent combat success in May, where its export version, the J-10CE, achieved multiple aerial victories without sustaining losses [4] Industry Highlights - The airshow includes a dedicated unmanned intelligent equipment pavilion, reflecting the increasing integration of AI technologies in warfare, with 45 participating units showcasing over 200 products [5][7] - The low-altitude economy pavilion presents a comprehensive display of the low-altitude economic industry chain, featuring 82 leading domestic enterprises and over 100 new products across various categories [8] - A total of 209 exhibitors participated in this year's airshow, an increase of 69 from the previous event, including both state-owned enterprises and notable private companies, demonstrating the strength of China's aviation industry [9]

Core Viewpoint - The high-end equipment sector is experiencing significant growth, with the 中证高端装备细分50指数 rising by 1.97% and notable increases in key stocks such as 国睿科技 and 中航沈飞 [1][2] Group 1: Market Performance - The high-end equipment ETF (159638) saw a rise of 1.85%, with intraday gains exceeding 2% [1] - The ETF recorded a turnover of 3.27% and a transaction volume of 35.76 million yuan during the trading session [2] - Over the past month, the ETF has averaged a daily transaction volume of 58.85 million yuan [2] - The latest scale of the high-end equipment ETF reached 1.073 billion yuan [2] - In the last 14 trading days, there were 8 days of net capital inflow, totaling 13.32 million yuan [2] - The ETF's net value increased by 42.86% over the past year [2] Group 2: Industry Outlook - The military industry is expected to see an order turning point as the "建军百年奋斗目标" enters its second half, with new technologies and products driving market direction [3] - The top ten weighted stocks in the 中证高端装备细分50指数 account for 45.6% of the index, with 中航沈飞 and 航发动力 being the most significant contributors [3][5] - The upcoming "十四五" equipment procurement tail orders are anticipated to be finalized soon, with an expected increase in upstream order growth [2]

Group 1 - The article highlights the increasing public interest in university museums, showcasing rare exhibits that were previously hidden within campus settings [1][2] - University museums serve as cultural treasures, providing unique value in disseminating scientific knowledge and historical culture, supported by rich academic foundations [1][2] - Many university museums have extensive collections, such as Peking University's Sackler Museum with over 13,000 items and Capital Normal University's textbook museum with over 30,000 textbooks, reflecting the academic core of the institutions [1] Group 2 - To enhance public access to cultural treasures, universities need to explore more flexible opening mechanisms while balancing teaching order and social service capabilities [2] - Some universities are implementing refined management strategies, such as designated public visiting hours that do not interfere with teaching activities [2] - The use of digital technology and innovative exhibition methods, like the virtual inquiry system developed by Nanjing University of Chinese Medicine, can help bridge the gap between academic resources and the public [3] Group 3 - Opening university museums to the public is seen as a social responsibility and an opportunity to enhance public image, encouraging more universities to innovate and optimize their cultural resources [3]

Core Viewpoint - The military industry sector experienced a strong opening on September 19, with the aerospace ETF (159227) leading the market with a 2.06% increase and a trading volume of 55.67 million yuan, indicating robust investor interest in defense-related stocks [1] Group 1: Market Performance - The aerospace ETF (159227) is the largest in the market with a total size of 317 million yuan, reflecting its dominance in the aerospace and defense category [1] - Key stocks such as Guorui Technology and AVIC Shenyang Aircraft Corporation saw significant gains, with Guorui Technology hitting the daily limit and AVIC Shenyang Aircraft rising over 6% [1] Group 2: Industry Developments - The Changchun Airshow opened today, featuring 16 types of aircraft, including the Airborne Early Warning and Control Aircraft (KJ-500) and the H-6 bomber, marking their first display at this event [1] - The increasing importance of air power in modern warfare has made aerospace equipment a focal point for military development, highlighting the high technical barriers and complex processes involved in the industry [1] Group 3: ETF Composition and Strategy - The aerospace ETF (159227) tracks the Guozheng Aerospace Index, with a high concentration of 97.96% in the first-level military industry, making it the ETF with the highest military content in the market [1] - The ETF focuses on the aerospace segment of the military industry, covering leading companies across the entire supply chain, including fighter jets, transport aircraft, helicopters, and missile systems, aligning with the strategic direction of "integrated aerospace" [1]

Group 1 - The 2025 Air Force Aviation Open Event and Changchun Air Show has officially commenced, marking the largest and most comprehensive exhibition since 2019, with expected attendance exceeding 800,000 [1] - The exhibition utilizes the Changchun International Aviation Expo City for the first time, with a total area of 2.358 million square meters, doubling the size from the previous event [1] - Over a hundred types of active Air Force aircraft, ground equipment, and retired classic equipment will be showcased, including the debut of the AEF1200 engine and other star products from China Aviation Engine Corporation [1] Group 2 - The air show emphasizes audience participation and experience, featuring immersive experience zones such as simulated flights to provide a deeper understanding of the Air Force [2] - The Air Force has arranged several performance activities to highlight the effectiveness of practical training, with performances from teams like "August 1," "Red Eagle," and "Sky Wing" [2] - Open activities in military camps are scheduled to attract more audiences, especially youth, to engage with and learn about the Air Force [2]

Company Overview - China Aviation Power Co., Ltd. is located in Xi'an, Shaanxi Province, established on December 23, 1993, and listed on April 8, 1996. The company specializes in the manufacturing of aircraft engines and related products, production of civil aviation engine components for foreign trade, and some non-aviation products. The main business revenue composition is: 91.55% from aircraft engines and related products, 6.17% from foreign trade exports, and 2.28% from non-aviation products and others [1]. Financial Performance - As of June 30, 2025, the company achieved an operating income of 14.098 billion yuan, a year-on-year decrease of 23.99%. The net profit attributable to the parent company was 91.778 million yuan, down 84.57% year-on-year [2]. - The company has cumulatively distributed 4.057 billion yuan in dividends since its A-share listing, with 1.072 billion yuan distributed in the last three years [3]. Stock Performance - On September 18, the stock price of Aviation Power rose by 2.02%, reaching 37.80 yuan per share, with a trading volume of 241 million yuan and a turnover rate of 0.24%. The total market capitalization is 100.759 billion yuan [1]. - Year-to-date, the stock price has decreased by 8.59%, with a slight increase of 0.03% over the last five trading days, a decline of 4.74% over the last 20 days, and an increase of 4.64% over the last 60 days [1]. Shareholder Information - As of June 30, 2025, the number of shareholders is 149,900, an increase of 6.41% from the previous period. The average circulating shares per person decreased by 6.03% to 17,778 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the third-largest shareholder with 73.4625 million shares, an increase of 15.3358 million shares from the previous period. The Fortune China Securities Military Industry Leader ETF is the seventh-largest shareholder with 25.5778 million shares, a new entry [3].

Core Viewpoint - The defense and military industry sector experienced fluctuations, with the defense military ETF (512810) dropping over 1% on September 16, despite strong buying interest as evidenced by a trading volume exceeding 400 million yuan and nearly 10 million yuan in new investments during the dip [1][3]. Group 1: Market Performance - The defense military ETF (512810) saw a decline of over 1% during trading, with a trading volume exceeding 400 million yuan, indicating strong buying interest [1]. - Major component stocks such as China Shipbuilding fell nearly 4%, while other significant players like AVIC Shenyang Aircraft and Aero Engine Corporation of China dropped over 1% [1]. - Conversely, stocks like Platen and Jihua Group saw gains, with increases of over 4% and 3% respectively [1]. Group 2: Industry Developments - On September 13, Malaysia's AirAsia expressed strong interest in purchasing China's C919 passenger aircraft to expand into the Southeast Asian market, capitalizing on China-ASEAN trade opportunities [3]. - The upcoming military parade on September 3, 2025, will feature a new "New Type Combat Forces" formation, showcasing advancements in drone technology and the trend of upgrading the defense industry [3]. - Northeast Securities noted that the disruptive factors in the defense military sector have been eliminated, leading to a recovery in demand and a clear long-term growth target [3]. Group 3: Investment Logic - According to Dongfang Securities, the increasing instability in the international security environment, highlighted by Japan's record defense budget and missile deployments, suggests that China's defense spending will continue to rise [3]. - The implementation of the 14th Five-Year Plan is expected to drive breakthroughs in technology innovation and equipment upgrades within the defense military industry chain [3]. - Geopolitical tensions are anticipated to sustain long-term growth in equipment demand, with new production capabilities in areas like information technology and automation expected to amplify upstream component demand [3]. - China's competitive pricing in military trade is expected to emerge as a new growth point, enhancing the investment value of the defense military sector [3].

Investment Logic of Ceramic Matrix Composites (CMC) - CMC represents a revolutionary material for aerospace applications, addressing the bottlenecks in thrust-to-weight ratio and thermal efficiency of modern high-end equipment [2][5] - CMC can withstand temperatures up to 1650°C, significantly higher than traditional nickel-based superalloys, which have a temperature limit of around 1100°C [3][5] - The lightweight nature of CMC, with a density of only 1/3 to 1/4 that of high-temperature alloys, enhances engine thrust-to-weight ratios [4][5] - CMC exhibits superior creep and fatigue resistance in extreme environments, extending the lifespan of components [5] Market Space and Driving Factors - The global CMC market is projected to reach approximately $14.4 billion by 2024, with a compound annual growth rate (CAGR) exceeding 10% [8] - Key driving factors include military aircraft engine upgrades and the increasing demand for high-power gas turbines [6][7] - The military aviation sector is expected to generate an average market size of about 5.54 billion yuan annually for CMC structural components over the next decade [11] - The civil aviation sector, particularly the domestic market for commercial aircraft engines, is projected to reach approximately 9.13 billion yuan annually over the next 20 years [11] Industry Chain Analysis and Investment Selection - The CMC industry chain consists of upstream, midstream, and downstream segments, each with varying investment values and risks [9] - Upstream focuses on core raw materials like continuous silicon carbide (SiC) fibers, which are critical and have high technical barriers [10] - Midstream involves the design and manufacturing of structural components, requiring advanced processing capabilities [14][15] - Downstream applications are primarily with engine manufacturers, where market entry is more challenging [16] Investment Strategy Recommendations - Prioritize investments in upstream core material companies and selectively invest in midstream firms with unique processes and strong academic-industry collaboration [17] - Ideal investment targets should possess stable mass production technology for second and third-generation SiC fibers, with annual capacities ranging from hundreds of kilograms to tons [13] - Companies should demonstrate advanced engineering capabilities and have established relationships with major manufacturers [20][21] Key Selection Criteria for CMC Projects - Evaluate the technical team and their background, focusing on their academic and industry experience [17][22] - Assess the technological advancement and maturity of the product, ensuring it has moved from concept to production [18][20] - Investigate the engineering and industrialization capabilities, which are crucial for realizing value [19][20] - Verify downstream validation and customer relationships, which serve as a market entry pass [23][30] - Examine intellectual property and barriers to entry, ensuring a robust competitive advantage [24][30] - Analyze shareholder structure and capital planning to ensure long-term viability [25][30] Conclusion and Outlook - The CMC sector exhibits high growth potential, strong barriers to entry, and significant driving forces, aligning with national strategic needs and industrial development directions [27] - The current timing presents a golden opportunity for investment, particularly in projects with strong ties to state-owned enterprises and established manufacturers [28][30]

Investment Rating - The report maintains an "Outperform" rating for the military industry, indicating a positive outlook compared to the broader market [2]. Core Insights - The military industry is showing signs of a fundamental turning point, with the upstream military electronics sector being the first to benefit from the recovery [1][4]. - In the first half of 2025, the military industry saw a total revenue of CNY 254.55 billion, an increase of 9.3% year-on-year, while net profit attributable to shareholders decreased by 1.1% to CNY 15.53 billion [3][9]. - The overall gross margin for the military industry was 18.7%, up 0.6 percentage points from the previous year, while the net margin improved by 2.6 percentage points to 6.3% [13]. Summary by Relevant Sections Aerospace Equipment Sector - The aerospace equipment sector reported a revenue of CNY 108.09 billion, down 7.5% year-on-year, with a net profit of CNY 7.29 billion, a decline of 20.1% [17][18]. - The revenue drop was primarily due to significant declines in two major manufacturers, AVIC Shenyang Aircraft and Aero Engine Corporation of China, as they shifted focus to future orders [17]. Space Equipment Sector - The space equipment sector's revenue was CNY 9.22 billion, down 15.3% year-on-year, while net profit fell by 49.5% to CNY 356 million [23][24]. - The sector experienced a reduction in revenue decline compared to the previous year, indicating some stabilization [23]. Ground Armament Sector - The ground armament sector achieved a revenue of CNY 12.73 billion, a growth of 26.6% year-on-year, with a slight net profit decrease of 2.2% to CNY 444 million [25][26]. - Notable growth was seen in companies like North Navigation, which reported a revenue increase of 481.2% [25]. Marine Equipment Sector - The marine equipment sector generated CNY 55.75 billion in revenue, a 12.6% increase, with net profit soaring by 107.9% to CNY 3.74 billion [27][28]. - The growth was driven by leading shipbuilding companies benefiting from a high international ship market [28]. Military Electronics Sector - The military electronics sector reported a revenue of CNY 68.76 billion, a significant increase of 51.1% year-on-year, with a net profit of CNY 3.70 billion, up 2.2% [3][4]. - This sector was the first to benefit from the overall industry recovery, reflecting a strong demand for components [3]. Investment Recommendations - The report suggests focusing on specific sub-sectors for investment opportunities, including the aircraft and aero-engine supply chain, missile and unmanned combat systems, and military trade-related companies [4]. - Recommended ETFs include the Fortune CSI Military Leaders ETF and the Guotai CSI Military ETF [4].