中国国际航空股份有限公司 第七届董事会第六次会议决议公告 证券代码：601111 股票简称：中国国航 公告编号：2025-036 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。 一、董事会会议召开情况 中国国际航空股份有限公司（以下简称"公司"）第七届董事会第六次会议 （以下简称"本次会议"）的通知和材料已于 2025 年 8 月 18 日以电子通讯等方 式发出。本次会议于 2025 年 8 月 28 日 15:00 在北京市顺义区天柱路 30 号国航 总部大楼 C713 会议室以现场结合视频方式召开。本次会议应出席董事 9 人，实 际出席董事 8 人，董事长马崇贤先生因公务请假，董事贺以礼先生因公务委托副 董事长王明远先生出席并表决、董事肖鹏先生因公务委托董事崔晓峰先生出席并 表决。本次会议由副董事长王明远先生主持，公司高级管理人员列席本次会议。 本次会议的召集和召开符合《公司法》等相关法律、行政法规、规章、规范性文 件及公司章程的规定，合法、有效。 二、董事会会议审议情况 本次会议审议并通过了如下议案： （一）关于 202 ...

Core Viewpoint - The company, Xiamen Liding Optoelectronics Co., Ltd., is utilizing its own funds and letters of credit to pay for part of the fundraising project expenses, with plans to replace these with raised funds later, which is aimed at improving the efficiency of fund usage and reducing financial costs [3][4][5]. Summary by Sections Fundraising Basic Situation - The company raised a total of RMB 380.48 million by issuing 41 million shares at RMB 9.28 per share, with a net amount of RMB 357.06 million after deducting issuance costs of RMB 24.72 million [3]. Investment Project Commitment - The total investment for the fundraising projects is RMB 547.01 million, with RMB 355.76 million allocated from the raised funds [3]. Use of Own Funds and Letters of Credit - The company has encountered situations requiring the use of its own funds, letters of credit, and acceptance bills to pay for project expenses, primarily due to the need for foreign currency payments for imported equipment and tax payments [4]. Impact on the Company - The approach of using own funds and letters of credit for initial payments, followed by replacement with raised funds, is seen as a way to optimize payment methods, enhance fund usage efficiency, and lower financial costs, benefiting the company and its shareholders [4][5]. Approval Procedures - The company's board and supervisory committee have approved the use of own funds and letters of credit for project payments, ensuring compliance with relevant laws and regulations [5][6]. Sponsor's Verification Opinion - The sponsor, Guojin Securities, has verified that the company's actions comply with regulatory requirements and has no objections to the use of own funds and letters of credit for project payments [5].

Fundraising and Usage - The company raised a total of RMB 610.55 million through the issuance of convertible bonds, with a net amount of RMB 600.35 million after deducting related fees [1] - As of June 30, 2025, the company has utilized RMB 531.35 million of the raised funds, leaving a balance of RMB 34.82 million in the special account [1][2] - The company has not transferred or replaced any projects funded by the previous fundraising [1] Changes in Fund Allocation - The implementation subject of the liquid intelligent packaging production line project was changed from a wholly-owned subsidiary to another wholly-owned subsidiary, with no change in the investment amount or purpose [1] - There are no discrepancies between the actual investment total and the committed total for the previous fundraising projects [1] Financial Management of Idle Funds - The company temporarily supplemented working capital with idle funds amounting to RMB 150 million, with a usage period of 12 months [2] - The company has not used idle funds for purchasing structured deposits or wealth management products as of June 30, 2025 [2] Project Benefits and Performance - The liquid intelligent packaging production line project is expected to generate a net profit of RMB 68.87 million in the first year, RMB 103.63 million in the second year, and RMB 102.36 million from the third year onward [2][3] - The actual benefits from the investment projects have been calculated consistently with the promised benefits [3]

Meeting Overview - The fifth meeting of the Supervisory Board of the company was held on August 28, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1]. Financial Reporting - The 2025 semi-annual report was approved, confirming that its content and format comply with the regulations of the China Securities Regulatory Commission and the stock exchange, accurately reflecting the company's operational results and financial status [1][2]. - The report disclosed no false records, misleading statements, or significant omissions, and no violations of confidentiality by the personnel involved in its preparation were found [1]. Fund Management - The company confirmed that the use of raised funds complies with relevant regulations, with no changes in the purpose of the funds or harm to shareholder interests [2]. - The profit distribution plan for 2025 was deemed compliant and reasonable, ensuring the company's sustainable development while sharing profits with shareholders [2]. - The Supervisory Board approved the temporary use of up to 210 million yuan of idle raised funds for cash management, ensuring it would not affect normal business operations [3]. - Additionally, the company approved the use of 250 million yuan of idle self-owned funds for cash management under necessary approval procedures [3]. Related Transactions - The wholly-owned subsidiary, Luoyang Lepet Health Technology Co., Ltd., plans to acquire four "Meng Tuan" trademarks from Century Mengbang (Shanghai) Information Technology Co., Ltd. for 10,000 yuan, which aligns with the company's pet business development strategy and enhances brand competitiveness [4].

Meeting Overview - The second meeting of the second board of directors of Yantai Yatong Precision Machinery Co., Ltd. was held on August 28, 2025, with all 7 directors present [1] - The meeting was convened by Chairman Jiao Zhaoming and complied with relevant laws and regulations [1] Financial Reports - The board approved the "2025 Half-Year Report" and its summary, which will be disclosed on the Shanghai Stock Exchange website [2] - The board also approved the "Special Report on the Storage and Actual Use of Raised Funds for the First Half of 2025," which will be disclosed on the Shanghai Stock Exchange website [2] Profit Distribution - The company plans to distribute a cash dividend of 0.60 yuan (including tax) for every 10 shares, totaling 7.20 million yuan (including tax), which accounts for 13.65% of the net profit attributable to shareholders for the first half of 2025 [3] - The remaining undistributed profits will be carried forward to the next period, with no bonus shares or capital reserve transfers planned [3] Auditor Appointment - The board approved the proposal to renew the appointment of the accounting firm, which will be disclosed on the Shanghai Stock Exchange website [4] Asset Impairment - The board approved the proposal to provision for credit and asset impairment losses for the first half of 2025, which will also be disclosed on the Shanghai Stock Exchange website [5] Shareholder Meeting - The company decided not to hold a temporary shareholders' meeting to review the board's related proposals, with the specific timing to be announced later [6]

Fundraising Overview - The company raised a total of RMB 119 million from its initial public offering (IPO), with a net amount of RMB 106.25 million after deducting issuance costs of RMB 12.75 million [1] - The IPO involved the issuance of 68 million shares at a price of RMB 17.50 per share [1] Investment Project Status - The net amount raised is planned to be invested in specific projects totaling RMB 100 million, with adjustments made to the expected operational status dates for several projects [2] - The project "New Generation Laser Display Product R&D and Industrialization" is now expected to reach operational status by December 2022, while the "Headquarters R&D Center Project" and "Information System Upgrade Project" have been postponed to March 2025 [2] Use of Excess Funds - The company has approved the use of excess funds for share repurchase, with a total repurchase amount not less than RMB 10 million and not exceeding RMB 20 million, at a price not exceeding RMB 26.89 per share [3][4] - As of June 30, 2025, the total excess funds amount to RMB 70.14 million, with RMB 5.07 million planned for permanent working capital supplementation [5] Board and Supervisory Committee Approval - The board of directors approved the use of excess funds for permanent working capital on August 28, 2025, pending shareholder approval [6] - The supervisory committee also reviewed and agreed that the use of excess funds for working capital would enhance fund utilization efficiency without significantly impacting normal operations [6] Sponsor's Verification Opinion - The sponsor, Huatai United Securities, confirmed that the use of excess funds for permanent working capital complies with relevant regulations and does not harm the interests of shareholders, particularly minority shareholders [7][8]

Group 1 - The board of directors of Shandong Highway Bridge Group Co., Ltd. held its 14th meeting of the 10th session on August 29, 2025, with all 10 directors present, ensuring compliance with legal and regulatory requirements [1][2]. - The board approved the 2025 semi-annual report and its summary, which will be published in various financial newspapers and on the company's website [1][2]. - The board also approved a special report on the storage and use of raised funds for the first half of 2025, which will be similarly disclosed [2]. Group 2 - The board reviewed and approved the profit distribution plan for the first half of 2025, which aims to provide stable returns to shareholders while ensuring the company's long-term development [3]. - The profit distribution plan is based on the total share capital of 1,552,440,259 shares as of July 31, 2025, after deducting 9,159,925 shares repurchased, with no new shares or capital reserve transfers involved [3]. - The profit distribution plan does not require submission to the shareholders' meeting for approval, as it falls within the authority granted to the board by the 2024 annual shareholders' meeting [3].

Meeting Overview - The seventh meeting of the fifth Supervisory Board of Sanofi Health (Shanghai) Co., Ltd. was held on August 29, 2025, with all procedures complying with relevant laws and regulations [1] Resolutions Passed - The Supervisory Board unanimously approved the proposal to abolish the Supervisory Board and amend the Articles of Association, transferring its powers to the Audit Committee of the Board of Directors [1] - The Supervisory Board approved the 2025 semi-annual report and summary, confirming compliance with legal and internal regulations, and ensuring the accuracy and completeness of the disclosed information [2] - The Supervisory Board approved the mid-term profit distribution plan for 2025, which considers the company's operational status and future funding needs, and agreed to submit it for shareholder meeting approval [3] - The Supervisory Board approved a special report on the management and actual use of raised funds for the first half of 2025, confirming compliance with relevant regulations [4] - The Supervisory Board approved the proposal to permanently supplement working capital with surplus raised funds from completed projects, emphasizing the efficient use of funds and alignment with the company's operational plans [5]

Group 1 - The company plans to use part of the raised funds to increase capital in its wholly-owned subsidiary, Beijing Aojing Medical Equipment Co., Ltd., for the implementation of fundraising projects [1][2] - The total amount of funds raised is approximately RMB 547.67 million, with a net amount of RMB 500.82 million after deducting issuance costs [1][2] - The capital increase will amount to RMB 9.77 million, raising the registered capital of Beijing Aojing Medical Equipment from RMB 39.00 million to RMB 48.77 million, maintaining 100% ownership [2][3] Group 2 - The fundraising projects include the development of guided bone regeneration membranes, artificial bone powder, and mineralized collagen artificial bone repair materials targeted at the U.S. market [2] - The company has established a dedicated account for the raised funds and will implement strict regulatory measures to ensure the safety of the funds [5][6] - The board of directors and the supervisory board have approved the capital increase, which does not require shareholder meeting approval, and complies with relevant regulations [6]

Meeting Overview - The second meeting of the second Supervisory Board of Yutai Microelectronics Co., Ltd. was held on August 29, 2025, via communication, with all three supervisors participating in the voting [1] - The meeting was convened in accordance with the Company Law of the People's Republic of China and the company's internal regulations [1] Resolutions Passed - The Supervisory Board approved the 2025 semi-annual report and its summary, confirming that the report complies with relevant laws and internal regulations, and accurately reflects the company's financial status, operating results, and cash flow [1][2] - The Supervisory Board also approved the special report on the storage and actual use of raised funds for the first half of 2025, affirming that the company adhered to regulations regarding the management of raised funds and that there were no violations or misuses of the funds [2]