河南中原高速公路股份有限公司 （HENAN ZHONGYUAN EXPRESSWAY COMPANY LIMITED） 2025 年第二次临时股东会会议资料 河南中原高速公路股份有限公司 2025 年 7 月 16 日 2 河南中原高速公路股份有限公司 2025 年第二次临时股东会 会议议程 一、会议时间： 1 1、现场会议召开时间：2025 年 7 月 16 日 9 点 30 分 | | | | 会议议程………………………………………………………………3 | | --- | | 关于补选公司第七届董事会非独立董事的议案……………………5 | 2、网络投票时间：通过交易系统投票平台的投票时间 为 股 东 会 召 开 当 日 的 交 易 时 间 段 ， 即 9:15-9:25 ， 9:30-11:30，13:00-15:00；通过互联网投票平台的投票时 间为股东会召开当日的 9:15-15:00。 二、会议召开地点： 1、现场会议地点：郑州市郑东新区农业东路 100 号 2、网络投票平台：上海证券交易所网络投票系统 三、股权登记日：2025 年 7 月 9 日 四、会议召集人：董事会 五、会议审议事项： 关于补 ...

Core Viewpoint - Zhongyuan Expressway has chosen to waive its preemptive subscription rights for the capital increase of Zhongyuan Trust, indicating a strategic focus on its core highway business and a desire to alleviate financing pressure [2][3]. Group 1: Company Actions and Financials - Zhongyuan Expressway's stake in Zhongyuan Trust will decrease from 27.27% to 25.52% following the waiver of the capital increase [3]. - The proposed capital increase for Zhongyuan Trust aims to raise its registered capital from 4.681 billion to 5 billion yuan, with a fundraising target of 724 million yuan at a price of 2.27 yuan per share [2]. - In 2024, Zhongyuan Expressway reported a revenue of 6.969 billion yuan, a year-on-year increase of 22.2%, and a net profit of 880 million yuan, up 6.27% year-on-year [3][4]. Group 2: Industry Context and Trends - The trust industry is undergoing significant transformation, with many companies seeking capital increases to enhance their financial strength and market competitiveness [5][9]. - The continuous waiver of capital increase by the second-largest shareholder of Zhongyuan Trust raises concerns about the company's future performance and the overall confidence in the trust industry [5][9]. - Regulatory changes, including the revised Trust Company Management Measures, emphasize the responsibilities of shareholders and may lead to a reshaping of shareholder structures in the trust industry [9][10].

Group 1 - The core point of the article is that Zhongyuan Trust plans to increase its registered capital from 4.681 billion to 5 billion yuan, while its second shareholder, Zhongyuan Gaosu, has chosen to waive its preemptive rights in this capital increase, which has raised market attention [1] - Zhongyuan Gaosu's decision to waive its preemptive rights is aligned with the company's development strategy and aims to alleviate financing pressure, resulting in a decrease of its shareholding in Zhongyuan Trust from 27.27% to 25.52% [1] - The capital increase price is set at 2.27 yuan per share, with a total fundraising target of 724 million yuan, requiring Zhongyuan Gaosu to contribute approximately 197 million yuan if it were to participate [1] Group 2 - Zhongyuan Trust's 2024 annual report indicates that it achieved total operating revenue of 88.497 million yuan, total profit of 22.9 million yuan, and net profit of 14.417 million yuan [2] - The trust's asset management scale has experienced a decline since 2022, after three years of rapid growth, with figures from 2019 to 2024 showing a peak of 420 billion yuan in 2021, followed by a decrease to 397.2 billion yuan in 2022 and 363.5 billion yuan in 2024 [2]

Investment Rating - The report rates the transportation industry as "Outperform" [2] Core Insights - The easing of tensions in the Middle East has led to a decline in oil tanker rates, with the VLCC market experiencing a significant price drop of 14.31% compared to June 19, with current rates at WS59.88 [3][12] - In the shipping sector, the demand for European routes has improved, resulting in a 10.6% increase in spot market booking prices, while the US routes have seen a decline of 7.0% and 11.9% for the West and East coasts, respectively [3][14] - During the summer travel season, Hainan Airlines plans to operate nearly 2,500 flights daily, with domestic ticket bookings reaching 17.9 million, a 5% increase year-on-year [3][15] - The newly unveiled Zhuque eVTOL has a range of 600 kilometers, and from January to May, national railway freight volume increased by 3.1% year-on-year, totaling 1.641 billion tons [3][22] Summary by Sections 1. Industry Hot Events - The Middle East situation has calmed, leading to a reduction in oil tanker rates and a return to supply-demand fundamentals [12] - Hainan Airlines is set to launch 75 new domestic and international routes during the summer travel season, with a daily flight plan of nearly 2,500 [15] - The Zhuque eVTOL was showcased, achieving a range of 600 kilometers, while railway freight volume showed a year-on-year increase [22] 2. High-Frequency Data Tracking - Air logistics: The overall trend for routes to the Asia-Pacific remains stable, with air freight prices showing a decline [25] - Shipping ports: The domestic container shipping price index has decreased, while dry bulk freight rates have also fallen [43] - Express logistics: In May 2025, express delivery volume increased by 17.20% year-on-year, with revenue rising by 8.20% [54] - Air travel: The average daily international flights in the last week of June 2025 increased by 17.51% year-on-year [3] - Road and rail: The number of freight trucks on highways increased by 0.88% week-on-week [3] 3. Investment Recommendations - Focus on the equipment and manufacturing export chain, recommending companies like COSCO Shipping, China Merchants Energy Shipping, and Huamao Logistics [4] - Attention to low-altitude economy investment opportunities, recommending CITIC Offshore Helicopter [4] - Investment opportunities in the road and rail sector, recommending Sichuan Chengyu, Gansu Expressway, and others [4] - Interest in cruise and ferry investment opportunities, recommending Bohai Ferry and Haixia Co [4] - E-commerce and express delivery investment opportunities, recommending SF Express, Jitu Express, and Yunda [4] - Investment opportunities in the aviation sector, recommending China National Aviation, Southern Airlines, and others [4]

Meeting Overview - The 39th meeting of the 7th Board of Directors of Henan Zhongyuan Expressway Co., Ltd. was held in compliance with legal and regulatory requirements [1] - The meeting was conducted via telecommunication on June 27, 2025, with all 10 directors present [1] Resolutions Passed - The board approved the proposal to elect Yang Jianguo as a non-independent director candidate, with a term until the end of the 7th Board [2] - The board approved the revision of the company's Investment Management System [2] - The board agreed to waive the priority subscription rights for capital increase in Zhongyuan Trust Co., Ltd. [2] - The board approved the waiver of priority subscription rights for capital increase in Henan Jiaotong New Energy Development Co., Ltd., with related director Feng Lele abstaining from the vote [2] - The board approved the investment and construction of the new project for the Shandeng Expressway Qingzhou Avenue entrance [2][3] - The board agreed to convene the 2025 second extraordinary shareholders' meeting on July 16, 2025, to review the proposal for the election of a non-independent director [3] Candidate Profile - Yang Jianguo, born in August 1967, is a member of the Communist Party and holds a bachelor's degree in engineering. He is currently the Chief Digital Officer at China Merchants Highway Network Technology Holdings Co., Ltd. and has held various significant positions in the transportation sector [5]

Group 1 - The company, Henan Zhongyuan Expressway Co., Ltd., is convening its second extraordinary general meeting of shareholders in 2025 on July 16, 2025 [4][6] - The meeting will utilize the Shanghai Stock Exchange's network voting system, allowing shareholders to vote both on-site and online [4][5] - The voting time for the network system is set from 9:15 AM to 3:00 PM on the day of the meeting [3][4] Group 2 - Shareholders must register to attend the meeting, with registration available on July 14 and 15, 2025 [6] - The company has specified that there are no related shareholders that need to abstain from voting [3] - The meeting will be held at the company's office located at 100 Agricultural East Road, Zhengdong New District, Zhengzhou [4][6]

Core Viewpoint - The company has decided to waive its preferential subscription rights for the capital increase of Zhongyuan Trust, aligning with its development strategy and related policy requirements [1][2]. Group 1: Capital Increase Details - Zhongyuan Trust plans to increase its registered capital from 4.681 billion to 5 billion yuan, raising 724 million yuan from existing shareholders at a price of 2.27 yuan per share [1][3]. - If the company were to participate in this capital increase, it would need to contribute approximately 197 million yuan [1][3]. Group 2: Shareholding Impact - Following the waiver of the preferential subscription rights, the company's shareholding in Zhongyuan Trust will decrease from 27.27% to 25.52% [1][5]. - The company will continue to account for its investment in Zhongyuan Trust using the equity method, which will not significantly impact its financial status or investment income [1][5]. Group 3: Strategic Rationale - The decision to forgo the capital increase is in line with the company's development strategy and is expected to alleviate financing pressure [4][5].

Core Viewpoint - The investment management system of Henan Zhongyuan Expressway Co., Ltd. aims to standardize investment behavior, enhance investment management, mitigate investment risks, and improve investment efficiency in accordance with relevant laws and regulations. Investment Activities - Investment activities include fixed asset investment, equity investment, asset acquisition, fund investment, intangible asset investment, debt investment, and other forms of investment [1][2]. Major Investment Projects - Major investment projects are defined as those with a single investment amount of 100 million yuan or more, or those that account for 5% or more of the company's audited net assets from the previous fiscal year [2]. Basic Principles of Investment - Investments should align with national and provincial development plans, comply with laws and regulations, match the company's capabilities, ensure reasonable returns, and maintain controllable risks [4][3][5]. Decision-Making Process - Investment decisions are made by the shareholders' meeting, board of directors, and general manager's office, with specific thresholds for approval based on the investment amount relative to the company's net assets [6][5]. Investment Management Responsibilities - The investment and industry development department is responsible for drafting investment management regulations, compiling annual investment plans, and supervising investment activities of subsidiaries [6][7]. Annual Investment Plan Management - The annual investment plan must include overall investment goals, scale, funding sources, investment direction, and project necessity, feasibility, and risk control measures [12][8]. Project Decision Procedures - Investment projects require preliminary research, feasibility studies, and project evaluations, with necessary documentation submitted for approval by the relevant decision-making bodies [16][19]. Post-Investment Evaluation - Post-investment evaluations are conducted to assess the effectiveness of projects, identify gaps, and provide feedback for future decision-making [26][15]. Risk Management - The company emphasizes risk prevention in major equity investments, requiring risk assessment reports and adherence to asset evaluation management systems [29][30].

河南中原高速公路股份有限公司 投资管理制度 第一章 总 则 第一条 为规范河南中原高速公路股份有限公司（以下简称 "公司"）投资行为，加强投资管理，防范投资风险，提高投资 效益，根据《中华人民共和国公司法》、《中华人民共和国证券 法》、《中华人民共和国企业国有资产法》、上海证券交易所《股 票上市规则》、《河南省省管企业投资监督管理办法》、《河南 交通投资集团有限公司投资监督管理办法》等法律、法规及公司 章程等有关规定，结合公司实际，制定本制度。 第二条 本办法适用于公司及公司下属子公司。公司下属子公 司是指公司各级全资、控股子企业以及其他实际控制企业。 1 （五）无形资产投资。包括购买专利权、非专利权、商标权、 土地使用权、特许经营权等； （六）债权投资。包括信托、保险等衍生品投资； （七）BT、BOT、PPP 等模式的投资； 第三条 本办法所称投资活动，是指公司及下属子公司利用货 币资金、实物资产、股权、债权、有价证券、无形资产等在境内 外开展的投资行为，具体包含： （八）其他形式的投资。 （一）固定资产投资。包括基本建设投资、技术改造等； （二）股权投资。包括单独或以合资形式出资设立企业、对 企业增资、对 ...

证券代码：600020 证券简称：中原高速 公告编号：临 2025－040 《关于放弃河南交投新能源发展有限公司增资扩股优先认购权暨关联交 易的议案》已经 2025 年第三次独立董事专门会议、第七届董事会审计委员会第 三十六次会议、第七届董事会第三十九次会议审议通过，关联董事回避表决。本 次交易无需提交公司股东会审议。 过去 12 个月，公司除于 2025 年 3 月 28 日召开的第七届董事会第三十七 次会议审议通过的 2025 年预计日常关联交易外，与同一关联人进行的交易以及 与不同关联人进行的交易类别相关的交易的金额，均未达到公司最近一期经审计 净资产的 5%。 放弃本次新能源公司增资扩股优先认购权后，公司持有新能源公司的股权 比例由 30%降至 8.4%，新能源公司仍为公司联营企业，不会对公司的经营和财务 1 造成重大影响。 河南中原高速公路股份有限公司 关于放弃河南交投新能源发展有限公司增资扩股 优先认购权暨关联交易的公告 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个别及连带责任。 重要内容提示： 根据业务发展需要，河南交 ...