中国东方航空股份有限公司 会议资料 二〇二五年八月二十九日 中国·上海 系 公 司 董 事 会 办 公 室 ， 电 话 021-22330932 或 邮 箱 ir@ceair.com。 中国东方航空股份有限公司 会议须知 为确保中国东方航空股份有限公司（以下简称"公司"） 股东在公司 2025 年第二次临时股东大会（以下简称"本次 会议"）期间依法行使股东权利，保证股东大会的会议秩序 和议事效率，现将相关事项说明如下： 和国证券法》《中国东方航空股份有限公司章程》（以下简 称"《公司章程》"）及《中国东方航空股份有限公司股东 大会议事规则》（以下简称"《股东大会议事规则》"）规 定，认真做好本次会议的各项工作。 职责，维护股东合法权益。 司章程》规定的各项权利，并认真履行法定义务，不得侵犯 其他股东的合法权益，不得扰乱本次会议的正常秩序。 议主持人根据程序和时间条件确定发言人员，股东发言应在 指定位置进行。 表决相结合的方式进行。参加网络投票的股东，操作方式请 参照本公司发布的股东大会投票注意事项。 表、一名见证律师和一名审计师参加，在网络投票结果产生 后，对本次会议现场投票和网络投票合并后的表决结果于会 议 ...

Core Viewpoint - The establishment of the first board of directors for China Life Insurance (Group) Company marks a significant advancement in the company's governance structure, addressing historical issues related to its management and governance [2][10]. Group 1: Board Composition - The first board consists of 9 members, including Cai Xiliang as the executive director and chairman, and Li Zhuyong as the executive director and vice chairman [3][4]. - The board includes independent non-executive directors with diverse backgrounds in finance, law, and management, enhancing the governance framework [5][6][7][8]. Group 2: Governance Improvement - The establishment of the board signifies a move towards a modern corporate governance structure in line with the principles outlined in the "Opinions on Improving the Modern Enterprise System with Chinese Characteristics" [10][11]. - The governance structure aims to clarify responsibilities and enhance transparency, with a focus on effective checks and balances within the organization [11]. Group 3: Company Background and Development - China Life Group, established in 1949, has evolved through various stages, including its restructuring in 2003 and its inclusion in central management in 2012 [12]. - The company has achieved significant financial milestones, with total assets nearing 7.5 trillion yuan and a combined operating income exceeding 1.1 trillion yuan [12]. Group 4: Future Strategy - The "333 Strategy" proposed for 2025 aims to deepen reforms and drive high-quality development, focusing on becoming a world-class financial insurance group [13]. - The strategy emphasizes the dual roles of insurance as an economic stabilizer and wealth management driver, with plans for new growth areas and platforms [13].

Group 1 - The event hosted by CCG aimed to enhance understanding of the legal construction of China's private economy and discuss the institutional value of the Private Economy Promotion Law [2] - The law's development is rooted in a long historical context, evolving through three distinct phases over more than thirty years [5][10] - The law reflects strong horizontal collaboration among various government departments, indicating a multi-agency approach to policy formulation [8] Group 2 - The law emphasizes problem orientation, addressing challenges such as fair competition, rights protection, financing support, and technological innovation [16][20] - A significant number of private enterprises reported that the law has positively impacted their operations, with over 74% expecting it to promote fair competition [28] - The law aims to clarify the boundaries between government and market roles, promoting a clearer and more effective institutional framework [34][35]

Core Viewpoint - The event focused on the significance of the "Private Economy Promotion Law" in China, emphasizing its role in enhancing the legal status and protection of private enterprises, which are crucial for the country's economic growth and innovation [2][8][10]. Group 1: Event Overview - The 14th "Dialogue Luncheon" hosted by CCG aimed to deepen understanding of China's private economy legal framework and its global implications [2][5]. - The event featured prominent speakers, including Huang Hanquan and Wei Chu, who discussed the institutional innovations of the new law [5][10]. - The luncheon attracted diplomats, international organizations, and business leaders, highlighting its importance as a high-level international exchange platform [6][8]. Group 2: Importance of the Private Economy Promotion Law - The law, effective from May 20, 2023, is China's first dedicated legislation for the private economy, providing a robust legal framework for sustainable and high-quality development [15][19]. - It marks a significant milestone in recognizing and protecting the legal status of private enterprises, which contribute over 50% of tax revenue, 60% of GDP, and 70% of technological innovations in China [8][15]. - The law aims to create a stable legal environment, eliminate institutional barriers, and promote high-quality development of the private economy [16][17]. Group 3: Key Features of the Law - The law consists of 9 chapters and 78 articles, emphasizing principles of equality, fairness, and equal protection for private enterprises [18][19]. - It addresses issues such as market access, resource allocation, and fair competition, ensuring that private enterprises can compete on an equal footing [18][37]. - The law also includes provisions for investment and financing support, technology innovation, and operational standards, aiming to enhance the overall business environment for private enterprises [18][41]. Group 4: Impact and Future Outlook - The law is expected to boost confidence among private enterprises, as evidenced by a rise in market participants and sales revenue following its announcement [19][20]. - It has already shown positive effects, such as increased private investment and improved foreign trade contributions, solidifying the role of private enterprises as a driving force in China's economy [20][22]. - The law's implementation is anticipated to further optimize the institutional environment for private enterprises, paving the way for their high-quality development in the future [20][49].

Core Viewpoint - The document outlines the "Opinions on Improving the Modern Enterprise System with Chinese Characteristics," which emphasizes strengthening party leadership, enhancing corporate governance, and fostering innovation to support the development of modern enterprises in China [1][2]. Group 1: Corporate Governance - The "Opinions" highlight the importance of improving corporate governance structures, with four out of nineteen specific measures dedicated to this area [2]. - Key measures include enhancing ownership structures, supporting state-owned enterprises in governance, and encouraging private enterprises to optimize their governance frameworks [2]. - The document stresses the role of the capital market in promoting governance, including the introduction of institutional investors with over 5% shareholding as active shareholders and the enforcement of independent director systems [2][3]. Group 2: Innovation and Incentives - A dedicated chapter in the "Opinions" focuses on establishing an effective innovation incentive system, addressing organizational forms, resource allocation efficiency, and incentive mechanism design [3][4]. - The document encourages large enterprises to share innovation resources with small and medium-sized enterprises (SMEs) and promotes collaborative innovation [3][4]. - Specific measures include improving talent systems, facilitating technology transfer, and empowering project teams with autonomy to enhance long-term value creation [4]. Group 3: Implementation and Training - The State-owned Assets Supervision and Administration Commission (SASAC) plans to integrate party leadership into corporate governance and enhance governance structures in state-owned enterprises [5]. - The All-China Federation of Industry and Commerce is conducting training programs for entrepreneurs to emphasize the importance of the modern enterprise system for sustainable development [6]. - Pilot programs are being established to implement the modern enterprise system in selected enterprises, aiming to provide a model for private enterprises [6].

Core Viewpoint - The successful listing of Suzhou Huichuan United Power System Co., Ltd. (referred to as "United Power") marks a significant event in the capital market, reflecting the innovative practices of the system and its alignment with national strategies [1] Group 1: Significance of Spin-off Listing - The spin-off listing represents a selection of high-quality companies, emphasizing the need for business independence, technological advancement, necessity of spin-off, and reasonable valuation clarity [2] - United Power has shown remarkable financial independence, with revenue growth from 5.027 billion to 16.178 billion from 2022 to 2024, achieving a compound growth rate of 79.39% [2] - The spin-off is justified by the parent company Huichuan Technology's compliance with profit thresholds and the high growth potential of United Power in the new energy sector [3] Group 2: Modern Enterprise System Practices - United Power's success is attributed to its solid modern enterprise system and governance, which are crucial for attracting capital market interest under the new regulatory environment [4] - Huichuan Technology has demonstrated significant growth since its listing, with revenue increasing from 600 million to 37 billion and net profit from 200 million to 4.3 billion, showcasing the capital market's role in optimizing resource allocation [5] Group 3: Strategic Alignment and Institutional Synergy - The capital market serves not only as a financing tool but also as a mechanism for strategic implementation through resource integration and governance constraints [9] - United Power's spin-off exemplifies a dual empowerment mechanism, acquiring resources while maintaining governance transparency to meet regulatory requirements [9] - The case of United Power illustrates how the new regulatory framework and modern enterprise governance can effectively support national strategic goals [9] Group 4: Implications for Mergers and Acquisitions Market - The spin-off operation of United Power is crucial for enhancing the M&A market ecosystem, potentially leading to improved performance and valuation for the company [10] - The successful case of United Power serves as a benchmark for the M&A market, boosting market confidence and demonstrating the capital market's ability to select technology-intensive enterprises [10] - The spin-off creates a synergistic structure where the parent company focuses on industrial control while the subsidiary specializes in new energy, validating the capital market's role in supporting the real economy [10]

Group 1 - The core viewpoint of the articles emphasizes the need to strengthen the integrity obligations of controlling shareholders and support the introduction of institutional investors with a holding ratio of over 5% as active shareholders in listed companies [1][2] - The articles highlight that listed companies are the cornerstone of the capital market and play a crucial role in exploring and improving the modern enterprise system with Chinese characteristics [1][2] - It is noted that the governance structure of listed companies is relatively transparent and has a sound checks and balances mechanism, which can promote the improvement of corporate governance and internal controls [1][2] Group 2 - The articles point out that controlling shareholders, actual controllers, and senior management have significant influence in listed companies, and their actions directly determine the effectiveness of corporate governance [2][3] - There is a recognition that past issues such as financial fraud and fund misappropriation often stem from the negligence or misconduct of these "key minorities" [2] - The articles suggest that encouraging institutional investors to actively exercise shareholder rights and establishing audit committees with a majority of independent directors can create better conditions for enhancing corporate governance [2][3] Group 3 - The articles stress the importance of improving the information disclosure system in the governance of listed companies, focusing on the "key minorities" who hold first-hand information [3] - It is recommended that regulatory authorities further refine and enhance governance rules for listed companies by clarifying responsibilities, strengthening supervision, and increasing accountability [3] - The goal is to fundamentally improve the quality of information disclosure and promote the continuous enhancement of corporate governance levels in listed companies [3]

Core Viewpoint - The recent issuance of the "Opinions on Improving the Modern Enterprise System with Chinese Characteristics" emphasizes the importance of institutional innovation to empower enterprise development and enhance management levels and market competitiveness, which is crucial for supporting high-quality development [1]. Group 1: Institutional Improvement - The improvement of the modern enterprise system with Chinese characteristics is essential for enhancing management levels and market competitiveness, which supports high-quality development [1]. - There are still many weaknesses in the current enterprise system, including unclear boundaries of responsibilities in state-owned enterprises and the need for better internal governance in private enterprises [1]. - The need to transform institutional advantages into real productivity and governance effectiveness is urgent to solidify the micro-foundation for high-quality development [1]. Group 2: Innovation and Collaboration - The establishment of innovative enterprise organizational forms is encouraged, promoting collaboration between large enterprises and small and medium-sized enterprises to create an efficient innovation ecosystem [2]. - A mechanism for the efficient allocation of innovative factors such as talent, technology, and capital is necessary to enhance innovation efficiency and integrate various resource elements [2]. - An innovation-oriented incentive mechanism should be developed to encourage enterprises to convert talent advantages into innovation momentum [2]. Group 3: Support for Private Enterprises - A comprehensive service guarantee system for enterprises should be improved to create a favorable environment for the sustainable and healthy development of private enterprises [3]. - Efforts should be made to eliminate market access barriers and strengthen the guarantee of production factors, supporting private enterprises in investing in emerging and future industries [3]. - A mechanism for regular communication and problem-solving with private enterprises should be established to help address their practical difficulties [3].

Group 1: High-Quality Belt and Road Initiative - The Chinese government aims to discuss a high-quality action plan for the Belt and Road Initiative with ASEAN and GCC countries, focusing on infrastructure, market rules, and payment systems [2][4]. Group 2: Anti-Monopoly and Fair Competition - The State Council's Anti-Monopoly and Anti-Unfair Competition Committee emphasizes the need to enhance fair competition governance and address new challenges in the market [4][5]. Group 3: Modern Enterprise System - The Central Committee and State Council released opinions to improve the modern enterprise system in China, focusing on income distribution, management compensation, and corporate governance [8][9]. Group 4: Marketization of Resource and Environmental Factors - The government issued opinions to establish a market-oriented system for carbon emissions and water rights, aiming for a more active trading market by 2027 [11][12]. Group 5: Employment Public Service Model - The Ministry of Human Resources and Social Security and other departments proposed a precise employment public service model to enhance job-seeking support and streamline employment services [14][15]. Group 6: Smart Supply Chain Development - Eight departments, including the Ministry of Commerce, released a plan to accelerate the development of smart supply chains across key sectors, aiming to reduce logistics costs and enhance supply chain integration [16][17].

Group 1: High-Quality Belt and Road Initiative - The Chinese government aims to discuss a high-quality action plan for the Belt and Road Initiative with ASEAN and GCC countries, focusing on infrastructure, market rules, and payment systems [2][4]. Group 2: Anti-Monopoly and Fair Competition - The State Council's Anti-Monopoly and Anti-Unfair Competition Committee emphasizes the need to enhance fair competition governance and address new challenges in the market [4][5]. Group 3: Modern Enterprise System - The Central Committee and State Council released opinions on improving the modern enterprise system, focusing on income distribution, management compensation, and corporate governance [8][9]. Group 4: Marketization of Resource and Environmental Factors - The government issued opinions to enhance the marketization of carbon emissions and water rights, aiming for a more active trading market by 2027 [11][12]. Group 5: Employment Public Service Model - The Ministry of Human Resources and Social Security proposed a precise employment public service model to improve job matching and support for unemployed individuals [14][15]. Group 6: Smart Supply Chain Development - Eight government departments released a plan to accelerate the development of smart supply chains across key sectors, aiming to reduce logistics costs and enhance supply chain integration [16][17].