国浩律师（合肥）事务所 关于安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会 法律意见书 地址：安徽省合肥市政务区怀宁路 200 号置地·栢悦中心 12 楼 电话：（0551）65633326 传真：（0551）65633323 国浩律师（合肥）事务所 关于安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会 法律意见书 致：安徽皖通高速公路股份有限公司 正文 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》"）、《上市公司股东会规则》 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》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》"）的有关规 定，国浩律师（合肥）事务所接受安徽皖通高速公路股份有限公司（以下 简称"公司"）的委托，指派本所王飞、方俊华律师出席公司 2025 年第三次 临时股东大会（以下简称"本次股东大会"），并对本次股东大会相关事项 进行见证，出具法律意见书。 为出具本法律意见书，本所律师列席了公司本次股东大会，审查了公 司提供的本次股东大会的有关文件的原件及复印件，包括但不限于公司召 开 ...

Core Insights - The report highlights a significant decline in pig prices, with the average price of live pigs dropping to 12.82 yuan/kg by September 19, marking a three-year low [5][6] - The report indicates that the supply side is experiencing pressure due to increased market supply, while demand remains weak, particularly affected by high temperatures in August [5][6] - The government is implementing stricter policies to control pig production capacity, aiming to stabilize prices and promote high-quality development in the industry [6] Industry Overview - In August 2025, the average prices for piglets, live pigs, and pork were 33.63 yuan/kg, 14.35 yuan/kg, and 24.98 yuan/kg, respectively, showing month-on-month declines of 5.87%, 3.77%, and 1.52% [5] - The report notes that the number of breeding sows in July was 40.42 million, with a slight decrease, indicating a trend of capacity reduction in the industry [5] - The report anticipates that the short-term pressure on pig prices will lead to a long-term upward trend as the government’s capacity reduction policies take effect [6] Company Insights - Major companies in the pig farming sector, such as Muyuan Foods and Wens Foodstuff Group, reported significant declines in sales prices in August, with average sales prices of 13.51 yuan/kg and 13.90 yuan/kg, respectively [7] - The report suggests that companies with strong cost advantages are likely to maintain profitability despite the current market pressures [6] - The report recommends focusing on leading companies in the industry, such as Muyuan Foods and Wens Foodstuff Group, which are expected to perform well in the long term [6]

Investment Rating - The report maintains a "Positive" investment rating for the transportation industry, indicating an expectation of performance that exceeds the market benchmark by more than 5% [2]. Core Insights - The highway sector has experienced a significant adjustment since June, driven by a decrease in risk aversion and a rise in government bond yields. Despite this, the sector is characterized by stable performance, strong cash flow, and high predictability, making it an attractive investment opportunity [4][13]. - The premium of A-shares over H-shares for highway stocks has decreased to its lowest level since 2023, suggesting a favorable valuation for A-shares compared to H-shares [5][19]. - Key highway stocks have seen their dividend yields recover to higher levels not seen since 2024, with several companies showing significant increases in their dividend rates [6][34]. Summary by Sections 1. Highway Sector Adjustment - The highway sector is traditionally known for high dividends and has shown strong performance in the past. However, it has undergone a deep adjustment since June due to market conditions and rising bond yields. The current state presents a strong absolute return potential for investors [4][13]. 2. A-H Share Premium - The A-H share premium for highway stocks has narrowed significantly, indicating a shift in valuation dynamics. This change is attributed to the differing impacts of domestic and U.S. bond yields on the respective markets [5][24]. 3. Dividend Yield Recovery - The dividend yields of key A-share highway stocks have increased significantly due to stock price corrections. Companies like Ninghu, Wantong, and Guangdong Expressway have returned to higher dividend yield levels, enhancing their attractiveness for investors [6][35]. 4. Investment Recommendations - The report suggests focusing on high-dividend stocks from the highway sector, particularly those with stable dividend payouts. Companies such as Wantong, Guangdong Expressway A, and China Merchants Highway are highlighted as having strong dividend potential, with some expected to yield over 5% [7][48].

智通财经APP获悉，国泰海通发布研报称，维持安徽皖通高速公路(00995)"增持"评级。公司2025Q1收 购集团路产显著增厚业绩，同时受益宣广高速公路改扩建后加速恢复。公司承诺高分红政策持续，股息 率回升且确定，提示市场风险偏好继续主导相对收益。维持2025-27年归母净利预测19/19/18亿元人民 币。按照2025年12倍PE，维持目标价14.51港元(按照1港元=0.91元人民币换算)。 市场风险偏好变化与股东减持公告致股价承压，不改长期价值 2025年8月28日公司公告股东招商公路(持股29.06%)计划减持公司不超过3%股份，其中以集中竞价/大宗 交易方式减持股份分别不超过1%/2%。减持期为公告披露日起15个交易日后的3个月内减持公告叠加市 场风险偏好致近期股价承压。该行认为招商公路专注公路投资运营，除自身路产改扩建项目外，还需预 留资金用于收并购，出于自身业务发展需要及资金需求而理性减持。皖通高速区位优秀且理性资本开 支，ROE长期稳定在10-13%，盈利能力领跑行业。未来收费公路行业政策优化，有望系统性降低再投 资风险。 高分红承诺持续，股息率明显回升 2025年4月公司推出新一轮股东回报规 ...

Core Viewpoint - The report maintains a "Buy" rating for Anhui Wantuo Expressway (600012) due to significant earnings growth from the acquisition of group road assets and the accelerated recovery of toll income following the expansion of Xuan-Guan Expressway [1] Group 1: Earnings and Financial Performance - The completion of the acquisition of group road assets in Q1 2025 significantly enhances earnings, with the company reporting a net profit of 960 million yuan for the first half of 2025, reflecting a 4% year-on-year growth [2] - Toll revenue has shown a notable increase, recovering to 90% of pre-expansion levels, with a 13% year-on-year growth in toll fees, driven by the accelerated recovery of toll income in Q2 [2] Group 2: Market Sentiment and Stock Performance - The stock price has been under pressure due to a planned reduction of shares by a major shareholder, which coincides with changes in market risk appetite, although this does not alter the long-term value of the company [3] - The company maintains a strong return on equity (ROE) of 10-13%, indicating robust profitability compared to industry peers [3] Group 3: Dividend Policy - The company has committed to a high dividend policy, ensuring that cash dividends will not be less than 60% of net profit from 2025 to 2027, with estimated dividend yields of 6.4%, 6.5%, and 6.1% for the respective years [4] - The stable cash flow and certainty of dividends position the company favorably within the transportation industry [4]

安徽皖通高速公路股份有限公司 ANHUI EXPRESSWAY COMPANY LIMITED 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該 等內容而引致之任何損失承擔任何責任。 （於中華人民共和國註冊成立的股份有限公司） （股份編號： 995） 海外監管公告 本公告乃根據香港聯合交易所有限公司證券上市規則第13.10(B)條而作出。 茲載列安徽皖通高速公路股份有限公司（「本公司」）在上海證券交易所網站發佈的 公告如下，僅供參閱。 2025年第三次臨時股東大會會議資料 承董事會命 安徽皖通高速公路股份有限公司 公司秘書 簡雪艮 2025年9月17日 中國安徽省合肥市 截止本公告日，本公司董事會成員包括執行董事汪小文（主席）、余泳、陳季平及吳長明；非執行 董事楊旭東；以及獨立非執行董事章劍平、盧太平及趙建莉。 安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会会议资料 安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会会议资料 2025 年 9 月 1 安徽皖通高速公 ...

安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会会议资料 安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会会议资料 2025 年 9 月 1 安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会会议资料 目 录 非累积投票议案 2 一、会议须知 二、会议议程 三、会议议案 1、关于选举杨建国先生为本公司第十届董事会非执行董事的议案； （普通决议案） 2、关于本公司申请注册发行非金融企业债务融资工具的议案；（特 别决议案） 3、关于提请公司股东大会授权董事会办理本次非金融企业债务融资 工具的议案。（特别决议案） 安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会会议资料 安徽皖通高速公路股份有限公司 2025 年第三次临时股东大会会议须知 1、A 股法人股东的法定代表人出席会议的，应出示加盖单位公章的法人营 业执照复印件、法人股东账户卡、本人身份证明文件；委托代理人出席会议的， 代理人还应出示法人股东的法定代表人依法签署的书面授权委托书和本人身份 证明文件。 2、A 股个人股东亲自出席会议的，应出示股东账户卡、本人身份证明文件； 委托代理人出席会议的，代理人还应出示股东 ...

Market Overview - On September 16, the railway and highway sector rose by 0.38% compared to the previous trading day, with Wuzhou Transportation leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Top Gainers in Railway and Highway Sector - Wuzhou Transportation (600368) closed at 4.52, up 5.36% with a trading volume of 1.6379 million shares and a turnover of 744 million yuan [1] - Three Gorges Tourism (002627) closed at 7.40, up 4.96% with a trading volume of 1.0433 million shares and a turnover of 758 million yuan [1] - Other notable gainers include Fulin Yuan (002357) up 3.76%, Jinjia Online (600650) up 2.31%, and Jiangxi Changyun (600561) up 2.19% [1] Top Losers in Railway and Highway Sector - Guangdong Expressway A (000429) closed at 11.05, down 0.81% with a trading volume of 95,700 shares and a turnover of 106 million yuan [2] - Shandong Expressway (600350) closed at 8.84, down 0.67% with a trading volume of 149,300 shares and a turnover of 132 million yuan [2] - Other notable losers include Chongqing Road and Bridge (600106) down 0.59% and Anhui Expressway (600012) down 0.52% [2] Capital Flow Analysis - The railway and highway sector experienced a net outflow of 78.42 million yuan from institutional investors and a net outflow of 126 million yuan from speculative funds, while retail investors saw a net inflow of 204 million yuan [2] - Key stocks with significant capital inflow include Jinjia Online (600650) with a net inflow of 33.62 million yuan and China Merchants Highway (001965) with a net inflow of 31.69 million yuan [3] Individual Stock Performance - Jinjia Online (600650) had a net inflow of 33.62 million yuan from institutional investors, but saw outflows from speculative and retail investors [3] - China Merchants Highway (001965) also had a significant net inflow from institutional investors at 31.69 million yuan, with outflows from speculative investors [3] - Other stocks like Anhui Expressway (600012) and Fujian Expressway (600033) showed mixed capital flows with varying degrees of net inflow and outflow [3]

Macro Research - The US labor market is experiencing a significant slowdown in new job creation, raising concerns about a potential recession, although it has not yet reached that point. The impacts of immigration and retirement on labor supply are diminishing, making it difficult to maintain the current balance between supply and demand in the labor market, which has raised alarms about a potential slowdown [4][12][14] - The average monthly new job creation needed to keep the unemployment rate stable is estimated to be between 150,000 and 180,000. However, the recent average has fallen to 120,000, which is below this range, indicating a need for policy adjustments to stimulate job growth [14][16] Company Research: Anhui Expressway - Anhui Expressway completed the acquisition of group road assets in Q1 2025, significantly enhancing its performance. The company is also benefiting from the accelerated recovery of toll revenues following the expansion of the Xuanguang Expressway, with a 13% year-on-year increase in toll revenue [6][7] - The company has committed to a high dividend policy, maintaining a dividend payout ratio of no less than 60% of net profit for 2025-2027, which is expected to yield dividend rates of 4.9%, 4.9%, and 4.7% respectively [7][9] - Despite recent stock price pressure due to shareholder reduction announcements, the long-term value of Anhui Expressway remains intact, supported by its strong return on equity (ROE) and stable cash flow [7][9] Industry Research: Transportation - The transportation sector is seeing a recovery in toll revenues, particularly in the context of expressway expansions, which is expected to continue driving stable growth in comparable performance metrics [6][7] - The overall market sentiment is influenced by changes in risk appetite, with a focus on high dividend yields and stable cash flows in the transportation industry [7][9] Industry Research: Coal - The coal industry is strategically viewed positively, with expectations of upward price trends driven by increased demand and supply constraints. The total coal production for the year is projected to remain stable, with a slight decrease expected in the second half due to regulatory impacts [31][33] - The price of thermal coal has seen a slight decline, but overall demand is expected to improve, particularly in Q3, as the market adjusts to supply dynamics [34][31] Industry Research: Textile and Apparel - The textile and apparel industry is facing challenges, with export growth slowing down in both China and Vietnam. In August, China's textile and apparel exports fell by 5% year-on-year, indicating a significant decline in growth momentum [35][36] - Several Taiwanese manufacturers reported a slowdown in revenue growth, highlighting the pressures faced by the manufacturing sector amid changing market conditions [36][35]

Core Viewpoint - The company has significantly enhanced its performance through the acquisition of group road assets and is experiencing steady growth in comparable performance metrics following the expansion of the Xuanguang Expressway [1][2]. Group 1: Performance and Financials - The company completed the acquisition of group road assets in Q1 2025, which has notably boosted its performance [2]. - In the first half of 2025, the company's net profit attributable to shareholders reached 960 million yuan, representing a 4% year-on-year growth in comparable terms [2]. - Toll revenue has seen a significant increase, recovering to 90% of the pre-expansion levels from 2022, with a year-on-year growth of 13% in toll fees [2]. - Financial expenses have risen due to interest costs associated with the acquisition of road assets and loans from the Xuanguang expansion [2]. Group 2: Market Sentiment and Shareholder Actions - The company's stock price has been under pressure due to a shareholder's plan to reduce their stake by up to 3%, alongside changes in market risk appetite [3]. - The shareholder,招商公路, holds a 29.06% stake and plans to reduce their holdings through both centralized bidding and block trading [3]. - Despite the stock price pressure, the company maintains a strong long-term value proposition, supported by stable return on equity (ROE) in the range of 10-13% [3]. Group 3: Dividend Policy - The company has committed to a high dividend policy, ensuring that the cash dividend ratio will not be less than 60% of net profit attributable to shareholders from 2025 to 2027 [3]. - The estimated dividend yields for 2025-2027 are projected to be 4.9%, 4.9%, and 4.7%, respectively, reflecting a stable cash flow and confirmed dividends [3].