渤海租赁股份有限公司 章 程 （经 2025 年 12 月 29 日召开的 2025 年第六次临时股东会审议通过） 1 | 第二章 | 经营宗旨和范围 | 5 | | --- | --- | --- | | 第三章 | 股份 | 5 | | 第四章 | 股东和股东会 | 9 | | 第五章 | 董事和董事会 | 32 | | 第六章 | 高级管理人员 | 48 | | 第七章 | 财务会计制度、利润分配和审计 52 | | | 第八章 | | | | | 通知和公告 | 58 | | 第九章 | 合并、分立、增资、减资、解散和清算 59 | | | 第十章 | 修改章程 | 65 | | 第十一章 | 附则 | 65 | 第一章 总则 第一条 为维护渤海租赁股份有限公司（以下简称"公司"）、 股东、职工和债权人的合法权益，规范公司的组织和行为，根据《中 华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国 证券法》（以下简称《证券法》）、《上市公司章程指引》（2025 年修订）和其他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限 公司。 公司经新疆维吾尔自治区人民政府 ...

证券代码：000415 证券简称：渤海租赁 公告编号：2026-003 渤海租赁股份有限公司 关于完成工商变更登记及《公司章程》备案的公告 公司于 2025 年 12 月 30 日召开 2025 年第十一次临时董事会审议通过《关于 选举公司第十一届董事会董事长的议案》，选举刘璐先生担任公司第十一届董事 会董事长，任期至公司第十一届董事会届满之日止。具体内容详见 2026 年 1 月 5 日公司刊登在《证券时报》《上海证券报》及巨潮资讯网（http://www.cninfo.com.cn） 的《2025 年第十一次临时董事会决议公告》（公告编号：2025-108)。 一、工商变更登记 根据上述会议决议，公司现已办理完成工商变更登记及《公司章程》备案手 续，并领取了乌鲁木齐市市场监督管理局换发的《营业执照》，具体登记信息如 下： 公司名称：渤海租赁股份有限公司 统一社会信用代码：916500002285973682 类型：其他股份有限公司（上市） 住所：新疆乌鲁木齐市沙依巴克区黄河路 93 号 法定代表人：刘璐 注册资本：6,184,521,282 元整 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， ...

Group 1 - The diversified financial sector increased by 0.77% on February 4, with Bohai Leasing leading the gains [1] - The Shanghai Composite Index closed at 4102.2, up 0.85%, while the Shenzhen Component Index closed at 14156.27, up 0.21% [1] - Key stocks in the diversified financial sector showed various performance metrics, with Bohai Leasing closing at 4.61, up 4.54%, and trading volume of 1.08 million shares [1] Group 2 - The diversified financial sector experienced a net outflow of 203 million yuan from institutional investors, while retail investors saw a net inflow of 188 million yuan [2] - The stock performance of individual companies varied, with ST Rendo showing a decline of 5.01% and closing at 9.48 [2] - The trading volume and turnover for key stocks in the sector were significant, with Jiuding Investment recording a turnover of 679 million yuan [2] Group 3 - The net inflow from retail investors was 188 million yuan, while the net inflow from speculative funds was 14.44 million yuan [3] - Key stocks like Shaanxi Guotou A and Jiuding Investment had varying net inflows and outflows from different investor types, indicating mixed investor sentiment [3] - Bohai Leasing had a net inflow of 247.89 million yuan from institutional investors, while experiencing a net outflow from retail investors [3]

Core Viewpoint - The diversified financial sector experienced a slight increase of 0.42% on January 29, with Jiangsu Jinzu leading the gains. The Shanghai Composite Index closed at 4157.98, up 0.16%, while the Shenzhen Component Index closed at 14300.08, down 0.3% [1]. Group 1: Stock Performance - Jiangsu Jinzu (600901) closed at 6.34, up 2.26%, with a trading volume of 455,400 shares and a transaction value of 287 million yuan [1]. - Zhongyou Capital (000617) closed at 9.19, up 2.11%, with a trading volume of 1,092,200 shares and a transaction value of 25.66 million yuan [1]. - Bohai Leasing (000415) closed at 4.57, up 1.56%, with a trading volume of 965,700 shares and a transaction value of 441 million yuan [1]. - Other notable stocks include Lakala (300773) at 27.46, up 1.52%, and Yuexiu Capital (000987) at 10.50, up 0.96% [1]. Group 2: Capital Flow - The diversified financial sector saw a net outflow of 129 million yuan from institutional investors, while retail investors had a net inflow of 183 million yuan [2]. - Major stocks like Zhongyou Capital experienced a net inflow of 65.69 million yuan from institutional investors, while retail investors had a net outflow of 78.99 million yuan [3]. - Bohai Leasing had a net inflow of 51.87 million yuan from institutional investors, with retail investors also showing a net outflow of 28.71 million yuan [3].

Core Viewpoint - Bohai Leasing is expected to report a significant divergence in its 2025 performance, with a projected net profit loss of 250 million to 500 million yuan, primarily due to a one-time goodwill impairment. However, excluding the impact of a 3.289 billion yuan goodwill impairment in the first half of the year, the net profit attributable to shareholders is estimated to be around 2.8 billion to 3.05 billion yuan, reflecting a substantial year-on-year increase of 210% to 237% [1] Group 1 - The core driving factors for the expected profit increase include strong global air passenger demand and limited production capacity from aircraft manufacturers, which have kept aircraft leasing rates and renewal rates at high levels [1] - Accelerated aircraft sales are also contributing positively to the company's performance [1] - A debt restructuring gain is anticipated to be confirmed in Q4 2025, further supporting the financial outlook [1] Group 2 - Looking ahead to 2026, the removal of impairment disturbances, combined with expectations of interest rate cuts by the Federal Reserve leading to lower financing costs, and the delivery of high-margin aircraft, is expected to result in a substantial reversal in the company's performance [1] - The strategic transformation focusing on aircraft leasing is expected to yield further positive results [1] - The company is assigned a valuation of 1x PB for 2026, corresponding to a reasonable value of 5.26 yuan per share, with a "Buy" rating [1]

Investment Rating - The industry rating is "Outperform" [1][51] Core Insights - Aircraft manufacturers are slowly recovering their production capacity, but delivery delays persist due to supply chain and labor shortages. Boeing is expected to deliver 600 aircraft in 2025, averaging about 50 per month, while Airbus is projected to deliver 793 aircraft, averaging about 66 per month. The backlog of aircraft orders remains at historically high levels [2][5][7]. - Global civil aviation passenger traffic growth has slowed down, with all regions except Africa experiencing a decrease in year-on-year growth rates compared to October. Africa's airlines saw an increase of 12.6%. Europe accounted for the largest share of international passenger traffic, with a year-on-year growth of 6.8% in November, while Asia's international passenger traffic grew by 9.3% [2][11][15][18]. - Overall, while aircraft manufacturers' production capacity is recovering, it still cannot meet the continuously expanding demand for aircraft. The aircraft leasing market remains strong, benefiting from the tight supply-demand situation. The Asia-Pacific aviation market has significant growth potential, providing broader development space for Chinese aircraft leasing companies, which are currently undervalued compared to global leader AerCap [2][3][4]. Summary by Sections 1. Aircraft Supply Continues to be Tight - Boeing's monthly delivery volume has significantly improved compared to last year, while Airbus's delivery volume is slightly better than the same period last year. However, both manufacturers' delivery levels are still far from previous highs [5]. - The backlog of aircraft orders remains at historical highs, with Boeing and Airbus accumulating new orders of 1,175 and 1,000 aircraft respectively in 2025 [7]. 2. Update on Civil Aviation Passenger Demand - In November 2025, global aviation revenue passenger kilometers (RPK) grew by 5.7% year-on-year, down from 6.6% in October. The global passenger load factor (PLF) reached 83.7%, the highest for November on record [11][15]. - The international passenger traffic in November showed robust growth, with Asia-Pacific and Europe regions maintaining strong performance, while North America saw a growth of 4.0% [18]. 3. Tracking Aircraft Leasing Companies - As of June 30, 2025, Bohai Leasing has the largest number of owned aircraft (628), while China Aircraft Leasing has the least (151). In terms of aircraft orders, Bohai Leasing also leads with 442 orders [39][44]. - The average remaining lease term for China Aircraft Leasing is relatively long at 7.9 years, ensuring long-term stability for the company's leases [47].

Core Viewpoint - The diversified financial sector experienced a rise of 0.94% on January 22, with Bohai Leasing leading the gains, while the Shanghai Composite Index closed at 4122.58, up 0.14% [1]. Group 1: Market Performance - The diversified financial sector's stocks showed varied performance, with Bohai Leasing closing at 4.43, up 4.73%, and a trading volume of 2.36 million shares, amounting to 1.063 billion yuan [1]. - Other notable performers included *ST Panda, which rose by 3.97% to 8.65, and Yuexiu Capital, which increased by 1.88% to 10.86, with trading volumes of 42,400 shares and 1.9745 million shares respectively [1]. Group 2: Capital Flow - The diversified financial sector saw a net outflow of 26.724 million yuan from institutional investors, while retail investors contributed a net inflow of 14.3 million yuan [2]. - The capital flow data indicated that Bohai Leasing had a net inflow of 68.0427 million yuan from institutional investors, despite a net outflow from retail investors [3].

Group 1 - The core point of the article highlights that Bohai Leasing achieved a transaction volume of 1.023 billion RMB, marking a new high since December 11, 2024 [2] - The latest stock price of Bohai Leasing increased by 4.49%, with a turnover rate of 4.21% [2] - The previous trading day recorded a total transaction volume of 398 million RMB for the stock [2] Group 2 - Bohai Leasing Co., Ltd. was established on August 30, 1993, with a registered capital of 6.184521282 billion RMB [2]

Investment Rating - The report assigns a "Buy" rating to the company [2] Core Insights - The company is expected to experience a significant recovery in core profits, driven by the optimization of its asset structure and the anticipated decline in financing costs due to expected interest rate cuts by the Federal Reserve [9][13] - Despite a projected net loss of 2.5 billion to 5 billion yuan in 2025 due to one-time goodwill impairment, the core net profit is expected to increase significantly when excluding this impact [9] - The company is expected to generate substantial cash flow from asset disposals, which will help reduce high-interest debt and improve financial conditions [9] Financial Forecasts - Revenue projections for 2023, 2024, 2025E, 2026E, and 2027E are 33,675 million, 38,431 million, 49,115 million, 39,287 million, and 37,222 million yuan respectively, with growth rates of 5.5%, 14.1%, 27.8%, -20.0%, and -5.3% [8] - The expected EBITDA for the same years is 22,757 million, 23,534 million, 16,332 million, 17,387 million, and 20,410 million yuan [8] - The projected net profit attributable to the parent company for 2023, 2024, 2025E, 2026E, and 2027E is 1,281 million, 904 million, -315 million, 2,784 million, and 3,487 million yuan, with growth rates of 164.5%, -29.5%, -134.8%, 984.2%, and 25.3% [8] Valuation and Price Target - The reasonable value per share is estimated at 5.26 yuan, based on a 1x price-to-book ratio for 2026 [9][13] - The company is expected to achieve a significant turnaround in 2026, with a projected net profit of 27.84 billion yuan and a book value per share of 5.26 yuan [13]

Group 1: Domestic News - The People's Bank of China (PBOC) emphasizes accelerating the construction of a cross-border payment system for the renminbi, aiming for a diversified and multi-layered development by 2026 [2] - The Ministry of Industry and Information Technology (MIIT) reports that the industrial and information sectors contributed over 40% to economic growth, with a projected 5.9% increase in industrial value added by 2025 [3] - The Ministry of Housing and Urban-Rural Development (MOHURD) plans to stabilize the real estate market by focusing on urban renewal, community construction, and improving housing sales systems [5] Group 2: International News - Former President Trump announces a framework agreement with NATO regarding Greenland, temporarily halting planned tariffs on European countries [6] - The U.S. Treasury yields show a general decline, with the 10-year Treasury yield down by 4 basis points to 4.26% [25] Group 3: Bond Market Dynamics - The bond market shows a strong performance with the 10-year government bond yield decreasing by 0.05 basis points to 1.8335% [10] - The credit bond market experiences significant price deviations, with some industrial bonds seeing price changes exceeding 10% [11] - Vanke announces a bondholder meeting where a proposal to extend the maturity of a portion of its bonds was approved [12] Group 4: Commodity Market - International crude oil prices rise, with WTI crude up 0.43% to $60.62 per barrel, and natural gas prices surge nearly 30% to $5.040 per million British thermal units [7] Group 5: Equity and Convertible Bond Market - The equity market sees a collective rise, with major indices increasing, and the convertible bond market also reflects this trend with major indices up by approximately 0.90% [21] - The convertible bond market records a trading volume of 912.89 billion yuan, with 308 out of 385 bonds rising in value [21]