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%。 ...

Investment Rating - The report rates the transportation industry as "Outperform" [1] Core Views - Crude oil freight rates have decreased month-on-month, while container shipping rates on long-distance routes have increased. The China Import Crude Oil Comprehensive Index (CTFI) reported 1632.26 points on October 23, down 8.9% from October 16. The VLCC market remains cautious due to the implementation of special port fees between China and the US, leading to a weak sentiment among shipowners [2][13] - Guangdong Province has released a high-quality development plan for the low-altitude economy, aiming to establish itself as a national leader in this sector. The civil aviation industry has shown steady growth in the first three quarters of 2025, with a total transport turnover of 1220.3 billion ton-kilometers, a year-on-year increase of 10.3% [2][15][16] - In Shenzhen, the monthly delivery volume of autonomous vehicles has surpassed one million, with a year-on-year growth of 12.7% in express delivery volume in September. The postal industry reported a total business income of 152.57 billion yuan in September, up 6.8% year-on-year [2][22][24] Summary by Sections Industry Hot Events - Crude oil freight rates have decreased, while container shipping rates on long-distance routes have increased. The CTFI reported a decrease of 8.9% [2][13] - Guangdong's low-altitude economy development plan aims to optimize airspace management and promote low-altitude logistics [15][16] - Shenzhen's autonomous vehicle delivery volume has exceeded one million, with express delivery volume growing by 12.7% [22][24] High-Frequency Data Tracking - The Baltic Air Freight Price Index has increased month-on-month but decreased year-on-year. The Shanghai outbound air freight price index has shown a month-on-month increase of 6.9% [26] - Domestic cargo flights have increased by 3.05% year-on-year, while international flights have risen by 15.86% [32] - The express delivery business volume in September increased by 12.7% year-on-year, with total business income reaching 127.37 billion yuan [50][54] Investment Recommendations - Focus on the equipment and manufacturing export chain, recommending companies like COSCO Shipping Specialized Carriers, China Merchants Energy Shipping, and Huamao Logistics [4] - Pay attention to the low-altitude economy investment opportunities, recommending CITIC Offshore Helicopter [4] - Consider investment opportunities in the highway and railway sectors, recommending companies like Gansu Expressway and Beijing-Shanghai High-Speed Railway [4] - Explore investment opportunities in the express delivery sector, recommending SF Express, Jitu Express, and Yunda Express [4]

Economic News - The 28th ASEAN Plus China, Japan, and South Korea Leaders' Meeting emphasized the importance of open cooperation and strategic alignment to enhance economic potential through environmental improvement, deepening industrial chain collaboration, and fostering new growth drivers [1] - Canadian Prime Minister Carney announced plans for significant domestic investment and trade diversification, aiming to double exports to non-U.S. markets over the next decade, exceeding CAD 300 billion [1] - From January to September, profits of large-scale industrial enterprises in China increased by 3.2% year-on-year, marking the highest growth rate since August of the previous year [1] - The China Logistics and Purchasing Federation reported that the total demand for food cold chain logistics in the third quarter reached 117 million tons, a year-on-year increase of 4.72% [1] - The International Monetary Fund (IMF) predicts that the U.S. government's debt burden may exceed that of Italy and Greece for the first time this century, with total debt projected to rise over 20% to 143.4% of GDP by the end of the decade [1] Company Insights - Rio Tinto Group and State Power Investment Corporation launched a pilot project for pure electric battery swap mining trucks at the Oyu Tolgoi copper mine in Mongolia, marking the first use of this technology in an open-pit mine [4] - Yongmaotai reported third-quarter revenue of CNY 1.655 billion, a year-on-year increase of 59.65%, with net profit soaring by 6319.92% to CNY 30.41 million [4] - Delin Hai's third-quarter revenue reached CNY 185 million, up 94.96% year-on-year, while net profit surged by 1322.74% to CNY 48.73 million [4] - Knight Dairy's third-quarter revenue was CNY 246 million, down 6.78%, but net profit increased by 189.26% to CNY 22.73 million [4] - Porsche, a subsidiary of Volkswagen Group, reported a third-quarter loss of EUR 966 million (approximately CNY 8 billion), leading to a 99% year-on-year decline in sales profit for the first three quarters [4] Industry Analysis - The 20th Central Committee of the Communist Party of China emphasized the importance of high-quality development and technological self-reliance as core foundations for future growth, aiming to transition from a follower to a leader in the global industrial chain [6][7] - The meeting highlighted the need to build a modern industrial system and strengthen the real economy, with a focus on becoming a manufacturing, quality, aerospace, transportation, and internet power [6] - The report suggests that the technology sector, particularly those related to self-reliance, will be a key area for investment, with a positive outlook for companies in this space [7] - The food and beverage sector is experiencing a shift towards lower-alcohol products to attract younger consumers, as evidenced by the introduction of new low-alcohol products at recent trade fairs [10][11] - The logistics industry is seeing a recovery in single-ticket revenue, with major players like Shentong and Yunda reporting significant increases in revenue per ticket [22][23] Investment Recommendations - The report recommends focusing on technology sectors, particularly those with strong performance indicators, as the market shifts back to fundamentals with the release of quarterly reports [7] - In the food and beverage sector, attention is drawn to leading companies like Guizhou Moutai, which are showing signs of recovery despite short-term price fluctuations [11] - For the chemical industry, investment opportunities are identified in sectors benefiting from improved supply-demand dynamics and those driven by capital expenditure and R&D [27]

Core Viewpoint - The railway and highway sector experienced a decline of 0.39% on October 24, with Guangshen Railway leading the drop, while the overall stock market showed positive performance with the Shanghai Composite Index rising by 0.71% and the Shenzhen Component Index increasing by 2.02% [1][3]. Group 1: Market Performance - The Shanghai Composite Index closed at 3950.31, up 0.71% [1]. - The Shenzhen Component Index closed at 13289.18, up 2.02% [1]. - The railway and highway sector saw a decline of 0.39% compared to the previous trading day [1]. Group 2: Individual Stock Performance - The top-performing stock in the railway and highway sector was Sanfengsi, closing at 48.70 with a gain of 3.46% [1]. - Chongqing Road and Bridge closed at 6.44, up 1.58% [1]. - Anhui Expressway closed at 14.89, up 1.50% [1]. - Longjiang Transportation closed at 3.64, up 1.11% [1]. - Guangdong Expressway A closed at 11.75, up 1.03% [1]. - Other notable performances include Dazhong Transportation at 6.03 (up 1.01%) and Shandong Expressway at 9.32 (up 0.87%) [1]. Group 3: Capital Flow - The railway and highway sector experienced a net outflow of 98.87 million yuan from main funds, while retail funds saw a net inflow of 123 million yuan [3]. - Speculative funds had a net outflow of 24.10 million yuan [3].

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 Points - Wantuo Expressway plans to acquire a 7% stake in Shandong Expressway for approximately 3.019 billion yuan through a private agreement, involving 338 million shares at a price of 8.92 yuan per share [1][3][4] - The acquisition aims to enhance Wantuo's investment focus and strengthen its core business, while also allowing it to nominate one director on Shandong Expressway's board [1][6][7] - The transaction is seen as a strategic collaboration between the two regional highway leaders, with both companies emphasizing the potential for deeper business cooperation [7][8] Transaction Details - The total transaction amount is set at 3.019 billion yuan, with funding sourced from Wantuo's own capital [4] - Payment will be made in two installments: 30% within five working days after the agreement's effectiveness and the remaining 70% after obtaining approval from the Shanghai Stock Exchange [4][6] - Post-transaction, Shandong Expressway's major shareholder, Shandong High-speed Group, will still hold a controlling stake of 63.57% [5][8] Strategic Implications - Wantuo Expressway's investment reflects confidence in Shandong Expressway's growth prospects and aims to promote sustainable development through effective investment [7][8] - The partnership is expected to facilitate strategic cooperation and enhance operational performance through information sharing and business synergy [7][8] - Both companies are focused on optimizing their equity structure and advancing integrated transportation development [8]