江西赣粤高速公路股份有限公司 2025 年第二次临时股东大会 会 议 资 料 二○二五年十一月 江西•南昌 | 一、2025 年第二次临时股东大会议事日程 2 | | --- | | 二、2025 年第二次临时股东大会议题 4 | | 三、关于取消监事会并修订《公司章程》的议案 5 | | 四、关于修订《股东会议事规则》的议案 196 | | 五、关于修订《董事会议事规则》的议案 232 | | 六、关于修订《董事会和董事评价办法》的议案 261 | | 七、关于控股子公司嘉融公司投资国盛证券次级债务的议案 | | 267 | 目 录 赣粤高速 2025 年第二次临时股东大会资料 江西赣粤高速公路股份有限公司 2025 年第二次临时股东大会议事日程 会议方式：现场投票和网络投票相结合的方式 会议时间： 网络投票：通过交易系统投票平台的投票时间为2025年 11月27日（星期四）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2025年11月27日（星期四） 9:15-15:00。 现场会议：2025年11月27日（星期四）下午14:00 会议地点：南昌市朝阳洲 ...

Group 1 - EVE Energy signed a procurement framework agreement with its affiliate, Smoore International, for continuous procurement of battery cells starting from January 1, 2026 [1] - Zhaoyi Information plans to issue H-shares and list on the Hong Kong Stock Exchange [1] - Fuke Environmental announced a change in its stock abbreviation to "Fuke Technology" effective November 26 [1] Group 2 - Dajia Weikang's shareholder and director terminated a share reduction plan ahead of schedule, having reduced 1% of total shares [2] - Aohong Electronics received approval from the China Securities Regulatory Commission for the issuance of convertible bonds [2] - Yingfeng Environment's controlling shareholder plans to issue exchangeable bonds not exceeding 1 billion yuan [2] Group 3 - Longshen Rongfa's subsidiary obtained a renewed drug production license covering various pharmaceutical products [4] - Xinhua News' subsidiary invested 15 million yuan in a fund with a total commitment of 221 million yuan [5] - Guang'an Aizhong appointed two new deputy general managers [6] Group 4 - Fosun Pharma's subsidiary's drug for gastric cancer treatment was included in the breakthrough therapy program by the National Medical Products Administration [7] - Nanjiao Foods reported a significant decline in October net profit due to rising raw material costs [8] - Nanfeng Co. won two nuclear power project bids totaling 928.7 million yuan [10] Group 5 - Puluo Pharmaceutical received a drug registration certificate for its Cefdinir capsules [11] - Liming Co.'s subsidiary received environmental approval for a new pesticide raw material project [12] - Longhua New Materials' expansion project for polyether polyols has commenced trial production [13] Group 6 - Pumen Technology's products received IVDR CE certification from TÜV Rheinland [15] - China Chemical reported new contracts worth 312.67 billion yuan from January to October [18] - China Nuclear Construction achieved new contracts totaling 123.84 billion yuan as of October [19] Group 7 - Changshu Bank's executives plan to purchase at least 550,000 shares of the bank [20] - Shandong Steel's subsidiary is applying for bankruptcy liquidation to focus on core business [21] - Huakang Clean is expected to win a bid for a purification system project worth 176 million yuan [23] Group 8 - Huawu Co. plans to internally transfer subsidiary equity [24] - Tianen Kang's subsidiary received clinical trial acceptance for a new drug [26] - Tianyi Medical's subsidiary obtained a medical device registration certificate for a blood dialysis product [27] Group 9 - Xuelang Environment is facing a pre-restructuring application from creditors [27] - Chitianhua's subsidiary resumed production after passing safety inspections [28] - Huaping Co.'s director plans to reduce 0.03% of company shares [30] Group 10 - Xizhuang Co. plans to establish a wholly-owned subsidiary in Singapore [31] - Ruisheng Intelligent's subsidiary won a 60.23 million yuan ICT project bid [32] - Junyi Digital plans to invest 120 million yuan in Guanghong Precision [33] Group 11 - Fuguang Co.'s controlling shareholder plans to increase holdings between 80 million to 150 million yuan [34] - Ganyue Express reported a 13.68% increase in logistics revenue in October [39] - Jiangsu Sop terminated its 2025 private placement plan [41] Group 12 - Langke Intelligent's shareholders plan to reduce a total of 1.68% of company shares [42] - Yuantong Express reported an 8.97% increase in express product revenue in October [45] - Jinbei Automotive plans to invest 158 million yuan to acquire 52% of Zhongtuo Technology [46]

Core Viewpoint - The report from Huachuang Securities indicates that the highway sector is expected to maintain resilience in 2026, with high dividend configurations being a preferred investment direction. The port industry is anticipated to shift from a single container-driven growth model to a dual-wheel structure of stable container growth (5%-8%) and a recovery in bulk cargo (2%-5%) by 2026, with stable pricing expected. There are strategic layout opportunities for leading companies in the bulk supply chain that focus on dividends and returning to growth expectations in the coming year [1]. Highway Sector - The highway sector is viewed as a preferred option for stable asset allocation due to low valuations and high dividends, with expected dividend yields around 5% for leading highway companies in 2026. Notable companies include Sichuan Chengyu (5.6%), Shandong Highway (5.0%), and Anhui Wantong Highway (5.0%), with higher yields for H-shares [2]. - The outlook for 2026 suggests strong performance driven by stable volume and pricing, alongside significant cost reduction opportunities. Key factors include potential optimization of toll policies and a favorable interest rate environment that could alleviate operational pressures for highway companies [2]. - High dividend characteristics are expected to remain stable in 2026, with clear three-year return plans from leading companies like Sichuan Chengyu and Wantong Highway [2]. Port Sector - The port sector is entering a strategic value era, transitioning from a perception of cyclical capacity assets to being recognized as global supply chain security hubs. This shift is driven by geopolitical factors and the need for strategic asset control [3]. - The industry is expected to see stable throughput and pricing in 2026, with a dual growth model of container stability and bulk cargo recovery. The average dividend payout ratio is projected to be 37.46%, indicating significant potential for increases [3]. Railway Sector - Passenger transport is expected to see steady growth, with flexible pricing mechanisms in place. Freight transport is also showing signs of improvement, particularly in coal and other cargo types [4][5]. Bulk Supply Chain - The bulk supply chain is poised for a new growth phase in 2026, with companies like Xiamen Xiangyu leading the way in transformation logic focused on profit margin enhancement and investor returns. The operational environment is recovering, with strong performance trends evident since 2025 [6][7]. - Strategic layout opportunities exist for leading companies in the bulk supply chain that emphasize dividends and growth expectations [7]. Investment Recommendations - The company continues to favor A/H share transportation assets, highlighting the importance of industry logic and valuation elasticity. Key recommendations include Sichuan Chengyu and Wantong Highway for their stable growth and high dividends, as well as other notable companies in the highway and port sectors [8].

Core Viewpoint - The company announced a significant change in its ownership structure, with the Jiangxi Provincial Government transferring 90% of the shares of Jiangxi Transportation Investment Group from the Jiangxi Provincial Department of Transportation to the Jiangxi State-owned Assets Supervision and Administration Commission [2][3]. Group 1 - The Jiangxi Provincial Government has approved the transfer of 90% of the shares held by the Jiangxi Provincial Department of Transportation in Jiangxi Transportation Investment Group to the Jiangxi State-owned Capital Operation Holding Group [2][3]. - Following this transfer, the Jiangxi State-owned Assets Supervision and Administration Commission will directly hold 90% of the shares in Jiangxi Transportation Investment Group, while the company's controlling shareholder remains unchanged [2][3]. - The actual controller of the company will change from the Jiangxi Provincial Department of Transportation to the Jiangxi State-owned Assets Supervision and Administration Commission [2][3]. Group 2 - The company will comply with relevant laws and regulations regarding information disclosure as the situation progresses [4].

Core Points - The company received a notification from its controlling shareholder, Jiangxi Provincial Transportation Investment Group, regarding the transfer of 90% equity held by Jiangxi Provincial Transportation Department to Jiangxi State-owned Capital Operation Holding Group [1][2] - The transfer was later adjusted to be made to Jiangxi Provincial State-owned Assets Supervision and Administration Commission [1][2] - After the completion of this major event, the Provincial State-owned Assets Supervision and Administration Commission will directly hold 90% equity of the Provincial Transportation Investment Group, while the company's controlling shareholder remains unchanged [2] Summary by Sections - **Shareholder Changes** - The controlling shareholder of the company remains Jiangxi Provincial Transportation Investment Group, but the actual controller changes from Jiangxi Provincial Transportation Department to Jiangxi Provincial State-owned Assets Supervision and Administration Commission [2] - **Regulatory Compliance** - The company will adhere to relevant laws and regulations and fulfill its information disclosure obligations in a timely manner regarding the progress of this major event [2]

Core Viewpoint - The article discusses the accelerated internal integration of local state-owned assets, highlighting the case of Ganyue Expressway (600269) as a recent example of this trend [1][3]. Group 1: Shareholding Changes - On November 19, Ganyue Expressway announced that the Jiangxi Provincial Government plans to transfer 90% of the shares held by the Jiangxi Provincial Department of Transportation in the Jiangxi Provincial Transportation Investment Group to the Jiangxi State-owned Capital Operation Holding Group [1]. - The recent announcement indicates that the transfer of shares will now be made directly to the Jiangxi Provincial State-owned Assets Supervision and Administration Commission (SASAC), changing the actual controller from the Provincial Department of Transportation to SASAC [3]. - Following this transfer, the shareholding ratio of the Jiangxi Provincial Transportation Investment Group in Ganyue Expressway will remain unchanged, with the group still being the controlling shareholder [3]. Group 2: Financial Performance - For the first three quarters of 2025, Ganyue Expressway reported revenue of 4.399 billion yuan, a year-on-year decline of 3.55%, while net profit reached 1.628 billion yuan, reflecting a year-on-year increase of 41.35% [4]. - The net profits for Ganyue Expressway in 2022, 2023, and 2024 were reported as 696 million yuan, 1.177 billion yuan, and 1.279 billion yuan, respectively [4]. Group 3: Market Position - As of November 19, Ganyue Expressway's stock price was 5.36 yuan per share, with a total market capitalization of 12.5 billion yuan [5].

Key Points - 合富中国's stock will resume trading on November 20 after completing an investigation into unusual trading fluctuations, confirming normal business operations and no undisclosed significant matters [1] - 中金公司 plans to merge with 东兴证券 and 信达证券, leading to a suspension of its A-shares starting November 20 due to uncertainties surrounding the merger [1] - 大为股份 is progressing with the transition from exploration to mining rights for its lithium battery project in Hunan, having received necessary approvals [1] - 燕东微's major shareholders plan to reduce their stakes by up to 2.5% through block trades or centralized bidding from December 11, 2025, to March 11, 2026 [2] - 中水渔业's major shareholder reduced its stake to 5% after selling 258.88 million shares [3] - 韵达股份 reported a slight decline in express service revenue for October 2025, totaling 4.495 billion yuan, a year-on-year decrease of 0.88% [4] - 倍杰特 intends to acquire a 55% stake in 大豪矿业 for 224.8 million yuan [4] - 辰奕智能 plans to acquire a 55% stake in 华泽电子 through cash [4] - 赣粤高速's actual controller will change from the provincial transportation department to the provincial state-owned assets supervision and administration commission [5] - 东软集团 received a notification for a 4.2 billion yuan contract for intelligent cockpit controllers from a major domestic automotive manufacturer [5] - 海正药业's subsidiary plans to invest in a pet prescription food project [5] - 龙利得's controlling shareholder plans to increase its stake by at least 56 million yuan [6] - 新兴装备's shareholders plan to reduce their stakes by up to 3.13% [6] - 普洛药业 plans to repurchase shares worth between 180 million and 360 million yuan [6]

Core Viewpoint - Ganjing Expressway announced a significant change in its controlling shareholder structure, with the Jiangxi Provincial Government transferring 90% of the shares of its controlling shareholder, Jiangxi Provincial Transportation Investment Group, to the Jiangxi State-owned Assets Supervision and Administration Commission [2] Group 1 - The Jiangxi Provincial Transportation Investment Group will have its 90% stake transferred from the Provincial Transportation Department to the Jiangxi State-owned Assets Supervision and Administration Commission [2] - This transfer is a change from an earlier plan where the shares were to be transferred to Jiangxi National Capital [2] - After the completion of this transfer, the actual controller of the company will change from the Provincial Transportation Department to the State-owned Assets Supervision and Administration Commission, while the holding ratio of the controlling shareholder remains unchanged [2]

Mergers and Acquisitions - Chenyi Intelligent plans to acquire 55% of Huaze Electronics through cash payment [1] - Beijiete's wholly-owned subsidiary intends to acquire 55% of Dahao Mining for 225 million yuan [1] Share Buybacks and Equity Transfers - Chenzhan Optoelectronics' controlling shareholder is transferring 5.02% of shares [2] - Huamin Co., Ltd. plans to transfer 5.17% of shares by Jianxianghuihong [2] - Pro Pharmaceutical intends to repurchase shares worth between 180 million to 360 million yuan, with a maximum price of 23 yuan per share [2] - Ganyue Expressway's actual controller will change from the Provincial Department of Transportation to the Provincial State-owned Assets Supervision and Administration Commission [2] External Investments and Daily Operations - Hefei China has completed its suspension review and resumed trading [3] - Dwei Co., Ltd. is advancing the procedures for lithium battery new energy projects in Hunan Chenzhou [4] - Desay SV plans to launch an AI computing terminal for the robotics sector [4] - Neusoft Group received a notification from a major domestic automotive manufacturer to supply intelligent cockpit domain controllers, with a total expected supply amount of 4.2 billion yuan [4] - Junyi Digital plans to invest 120 million yuan in Guanghong Precision, acquiring 60% ownership post-investment [5] - Dongfang Electric intends to invest 910 million yuan to hold 49% in a joint venture [6] - Bailian Group's subsidiary plans to transfer 100% of its stake in Yangpu Century Bailian for 78.286 million yuan [6] - Ruisheng Intelligent's subsidiary won a bid for a China Mobile ICT project, focusing on computing server hardware and systems [6] - Zhifei Biological's clinical trial application for the ZFA01 adjuvant vaccine has been accepted [7] - Haizheng Pharmaceutical's subsidiary is collaborating with East China Institute on a biomanufacturing project for heparin [8] - Baiyang Pharmaceutical's Zap Therapeutic plans to invest 4.9 million USD in Baiyang Sap to expedite the clinical introduction of the ZAP-X Mars surgical robot [8] - Jinbei Automotive plans to invest 5.8 billion yuan and purchase equity in Changchun Zhongtuo Molding Technology [9] - Baili Tianheng has secured a commitment from Bank of China Sichuan Branch for a total of no less than 8 billion yuan in comprehensive credit support [10]

Core Viewpoint - The company announced a significant change in its ownership structure, with the Jiangxi Provincial Government approving the transfer of 90% equity of the Provincial Transportation Investment Group to the Jiangxi Provincial State-owned Assets Supervision and Administration Commission [1] Group 1 - The Provincial Transportation Investment Group will now be directly controlled by the Jiangxi Provincial State-owned Assets Supervision and Administration Commission, while the company's shareholding structure remains unchanged [1] - The company's controlling shareholder continues to be the Provincial Transportation Investment Group, but the actual controller shifts from the Provincial Transportation Department to the Provincial State-owned Assets Supervision and Administration Commission [1]