安徽皖通高速公路股份有限公司 董事会工作条例 2025 年 10 月修订 目 录 第五章 董事会组织结构 第十一章 附则 第一章 总则 第二章 董事 第三章 独立董事 第四章 董事会的职权 第一节 董事会秘书 第二节 董事会秘书室 第三节 审计委员会 第四节 战略发展及投资委员会 第五节 人力资源及薪酬委员会 第六章 董事长 第七章 财务负责人（财务总监） 第八章 董事会会议 第九章 董事会工作程序 第十章 董事会专项费用 安徽皖通高速公路股份有限公司 董事会工作条例 第一章 总则 第二章 董事 1 第 1 条 为建立现代企业制度及完善公司法人治理结构，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》"）、（以下简称"公司章程"）、香港联合交易所有 限公司（以下简称"联交所"）的《证券上市规则》和上海证券交易所 （以下简称"上交所"）《上海证券交易所股票上市规则》等其他有关 法规和《安徽皖通高速公路股份有限公司章程》（以下简称"公司章 程"），制订本条例。 第 2 条 制订本条例的目的是根据公司章程，进一步明确公司董事会的职责和 权限，规范公司董事会的 ...

皖通高速公告，第三季度营收为16.44亿元，同比下降23.54%；净利润为5.17亿元，同比增长8.19%。前 三季度营收为53.86亿元，同比下降2.07%；净利润为14.77亿元，同比增长5.43%。 ...

Summary of Key Points from the Earnings Call Transcript Industry and Company Overview - The focus is on the dividend-paying stocks within the transportation sector, particularly in the highway and logistics segments, as well as broader dividend stocks in the market. Core Insights and Arguments - **Dividend Yield Increase**: Leading dividend stocks have seen their yields rise to approximately 4.5%-5%, with expectations of continued inflow of incremental funds due to factors such as the introduction of swap convenience, brokerage proprietary fund allocation, and insurance OCI execution. This makes Q4 of this year and early next year an opportune time for dividend stock allocation [1][3]. - **Global Interest Rate Trends**: The ongoing global trend of interest rate cuts is expected to enhance the cost-effectiveness of dividend investments, making them more attractive [3]. - **Specific Recommendations**: - **Highway Sector**: - **Wuhan Expressway**: Benefiting from the acquisition of Fuzhou and urban expressways, fee discount adjustments, and recovery in vehicle traffic, currently has a dividend yield of about 4.8% [4][5]. - **Guan Yu Expressway**: Holding 78 million shares of Guosheng Jin控, with Q3 performance expected to grow over 50% year-on-year, corresponding to a dividend yield of approximately 4.3% [4][5]. - **Yue Expressway**: Anticipated significant profit growth due to recovery of impairment losses and reduced maintenance costs, currently has a dividend yield of about 5.2% [5]. - **Sichuan Chengyu**: Noted for the highest dividend yield in A-shares at around 5.3%, driven by reduced financial expenses leading to profit growth [5]. - **Railway and Port Recommendations**: - **Daqin Railway**: Benefiting from improved coal market conditions and increased transport volume, currently has a PB valuation close to historical lows and a dividend yield of about 4.3% [5]. - **Tangshan Port**: Fixed dividend of 0.20 per share, with a current yield exceeding 5%, showing operational improvement in Q3 despite a decline in H1 performance [5]. Additional Important Insights - **Broad Dividend Stocks**: - **China Logistics**: Entering peak season for domestic shipping, with an expected annual profit of 2 billion yuan, leading to a potential dividend yield of 7.7% based on a 90% payout ratio [6]. - **Jianfa Co.**: Offers a fixed dividend of 0.70 per share, providing a high certainty with a current yield of 6.8% [2][6]. - **China Foreign Trade**: Another cyclical dividend stock with a fixed distribution of 0.29 per share, currently yielding 4.6%, favored by insurance funds [6]. - **Investment Timing**: The current market environment is viewed as a critical opportunity for investors to allocate resources into these high-yield stocks, emphasizing the importance of strategic positioning in the dividend space [6].

Core Viewpoint - The transaction between Shandong Expressway and Anhui Expressway marks a significant development in the A-share highway sector, with Shandong Expressway Group transferring 7% of its shares to Anhui Expressway for approximately 30.19 billion yuan, enhancing strategic cooperation and regional development [3][4][9]. Group 1: Transaction Details - Shandong Expressway Group will transfer 338 million shares (7% stake) at a price of 8.92 yuan per share, totaling about 30.19 billion yuan [4]. - Post-transaction, Shandong Expressway Group's ownership will decrease to 63.57%, while Anhui Expressway will become the third-largest shareholder with a 7% stake [5][9]. Group 2: Strategic Implications - The share transfer aims to optimize Shandong Expressway's equity structure and enhance regional strategic collaboration, improving service quality and operational efficiency [3][9]. - Anhui Expressway, as the only publicly listed highway company in Anhui, seeks to expand effective investments and strengthen its core business through this acquisition [5][6]. Group 3: Financial Performance - In the first half of 2025, Shandong Expressway reported revenues of 10.73 billion yuan, with a net profit of 1.696 billion yuan, reflecting a 3.89% year-on-year increase [6][9]. - Anhui Expressway achieved revenues of 3.741 billion yuan and a net profit of 960 million yuan, marking growths of 11.72% and 4% respectively in the same period [6][7]. Group 4: Operational Overview - Shandong Expressway operates approximately 2,913 kilometers of toll road assets, with a focus on core businesses in toll road operations and diversified investments in related sectors [8][9]. - The company has maintained a high cash dividend policy, distributing a total of 21.739 billion yuan since its listing [9].

Core Viewpoint - Wantuo Expressway plans to invest 3 billion yuan to acquire a 7% stake in Shandong Expressway, a leading player in the highway industry in Shandong Province, and will gain one board seat [1] Group 1: Acquisition Details - The acquisition involves the transfer of 338 million shares at a price of 8.92 yuan per share, totaling approximately 3.019 billion yuan [1] - The funding for this transaction will come from the company's self-raised funds [1] Group 2: Company Background - Wantuo Expressway was established on August 15, 1996, and is the only listed expressway company in Anhui Province [1] - It is also the first mainland highway company to be listed on the Hong Kong stock market [1]

Core Viewpoint - Wantuo Expressway (600012.SH) is focusing on expanding its investment in the highway sector to strengthen its core business and achieve sustainable development through a share acquisition of Shandong Expressway [1] Group 1: Company Actions - Wantuo Expressway plans to acquire 7% of Shandong Expressway's total shares, amounting to 338 million shares, through a private agreement with Shandong High-speed Group [1] - The share transfer agreement was signed on October 21, 2025, indicating a strategic move to enhance Wantuo's investment portfolio [1] Group 2: Financial Details - The transaction price is set at RMB 8.92 per share, leading to a total transaction value of RMB 3.019 billion [1]

Core Viewpoint - The railway and highway sector experienced a slight increase of 0.69% on October 22, with Wan Tong Expressway leading the gains, while the overall Shanghai Composite Index fell by 0.07% [1] Group 1: Market Performance - The Shanghai Composite Index closed at 3913.76, down 0.07% - The Shenzhen Component Index closed at 12996.61, down 0.62% - Wan Tong Expressway (600012) saw a closing price of 14.85, with a rise of 3.77% and a trading volume of 174,400 shares, amounting to a transaction value of 255 million yuan [1] - Other notable performers included Shandong Expressway (600350) with a 3.00% increase, closing at 9.28, and China Merchants Highway (001965) with a 1.48% increase, closing at 10.30 [1] Group 2: Capital Flow - The railway and highway sector experienced a net outflow of 369 million yuan from institutional investors, while retail investors saw a net inflow of 397 million yuan [2] - The top three stocks by net inflow from institutional investors were Wan Tong Expressway (600012) with 26.95 million yuan, Shandong Expressway (600350) with 21.30 million yuan, and China Merchants Highway (001965) with 11.42 million yuan [3] - Conversely, the largest net outflows from retail investors were observed in China Merchants Highway (001965) with 25.51 million yuan and Shandong Expressway (600350) with 17.36 million yuan [3]

Core Viewpoint - Anhui Expressway, known as the "first stock" of Anhui's highways, plans to spend 3.019 billion yuan to acquire a 7% stake in Shandong Expressway, marking its second major acquisition in 10 months [1][9]. Group 1: Acquisition Details - The acquisition involves a non-public agreement to purchase 338,419,957 shares of Shandong Expressway at a price of 8.92 yuan per share, totaling 3.019 billion yuan [6][7]. - The payment will be made in two installments: 30% (approximately 906 million yuan) within five working days of the agreement's effectiveness, and 70% (approximately 2.113 billion yuan) later [7][9]. - This transaction does not constitute a related party transaction or a major asset restructuring as per regulations [6][7]. Group 2: Financial Comparison - As of June 30, 2025, Anhui Expressway reported total assets of approximately 30.1 billion yuan and revenue of 3.741 billion yuan, while Shandong Expressway had total assets of 161.7 billion yuan and revenue of 28.4 billion yuan for the year ending December 31, 2024 [9][14]. - Shandong Expressway's net profit for 2024 was 4.05 billion yuan, compared to Anhui Expressway's profit of 1.277 billion yuan for the first half of 2025, indicating a larger scale of operations for Shandong Expressway [7][9]. Group 3: Strategic Implications - This acquisition is part of Anhui Expressway's strategy to expand its national footprint and enhance its investment portfolio in the highway sector [3][15]. - The deal is expected to strengthen strategic cooperation with Shandong Expressway, which is recognized as a leading enterprise in the industry [15][16]. - The acquisition aligns with the national trend of promoting integrated operations of highways across regions, facilitating potential future collaborations [15][16].

Group 1 - The company held its 17th meeting of the 10th Board of Directors on October 21, 2025, via telecommunication, with all 9 directors present [2][3][4] - The meeting approved the acquisition of 7% of Shandong Expressway Co., Ltd. shares from Shandong High-speed Group Co., Ltd., totaling 338,419,957 shares at a price of RMB 8.92 per share, amounting to RMB 3,018,706,016.44 [5][6][16] - The company will have the right to nominate one director to Shandong Expressway's board after the transaction is completed [29][36] Group 2 - The transaction requires approval from the shareholders' meeting and relevant state-owned asset supervision authorities, as well as compliance confirmation from the Shanghai Stock Exchange [15][17] - The transaction is not classified as a related party transaction and will not create any new related party transactions post-acquisition [13][36] - The acquisition aims to strengthen the company's core business and enhance its investment capabilities, potentially improving financial performance and shareholder returns [16][36]

安徽皖通高速（600012）公路(00995)公布，于2025年10月21日，该公司订立股份转让协议，拟向山东 高速（600350）集团有限公司收购山东高速股份有限公司(600350.SH)约3.384亿股A股股份，占于本公 告日期山东高速股份有限公司已发行总股本的7%。收购事项的总代价为约人民币30.187亿44元，相当 于每股转让股份人民币8.92元。 公告称，目标公司是行业内优秀企业，本次收购目标公司部分股份将进一步扩大公司有效投资，切实推 动公司主业进一步做强做优做大。本收购事项完成后，公司可进一步加深与目标公司的策略合作关系， 有助于双方持续进行深层业务合作交流等。据此，公司未来或会考虑进行进一步收购目标公司股份，并 将适时遵守上市规则的相关规定。 据悉，目标公司主要从事交通基础设施投资及经营，以及公路产业链上下游相关领域的股权投资。目标 公司的收入来源涵盖多个核心业务板块，包括高速公路收费经营、智能交通、商品销售、铁路运输、高 速公路管理服务及工程建设。 ...