律師(濟南)事務可 AW FIRM 1号银丰财富广场C座19 20层 邮编· 2500 E. grandallin@grandall.com.cn 国浩律师(济南)事务所 关于山东高速股份有限公司 2023 年第二次临时股东大会的法律意见书 致:山东高速股份有限公司 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》")、中国证券监督管理委员会《上市 公司股东大会规则》(以下简称"《股东大会规则》")等相关法律、行政法规、 部门规章、规范性文件和《山东高速股份有限公司章程》(以下简称"公司章程") 的规定,国浩律师(济南)事务所(以下简称"本所")接受山东高速股份有限 公司(以下简称"公司")之委托,指派律师出席了公司于 2023年8月17日召 开的2023年第二次临时股东大会(以下简称"本次股东大会"),并就本次股东 大会的有关事项出具本法律意见书。 为出具本法律意见书,本所律师审查了公司提供的以下文件,包括但不限于: 1. 现行有效的公司章程: 2. 公司第六届监事会第二十次会议(临时)决议公告; 3. 公司第六届董事会第四十八次会议决议公告: 4. ...

2023 年第二次临时股东大会决议公告 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法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 | 1、出席会议的股东和代理人人数 | 23 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 4,252,957,509 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 87.8638 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 证券代码：600350 证券简称：山东高速 公告编号：2023-045 山东高速股份有限公司 本次会议由公司董事会召集，董事长赛志毅先生主持了会议。本次会议的召 集、召开和表决符合《公司法》及《公司章程》的规定。 (五) 公司董事、监事和董事会秘书的出席情况 (一) 股东大会召开的时间：2023 年 8 月 17 日 (二) 股东大会召开的地点：山东省济南市奥体中路 5006 号公司 22 楼会议室 (三) 出席会议的普通股 ...

证券代码：600350 证券简称：山东高速 编号：临 2023-028 山东高速股份有限公司 关于接待投资者调研情况的公告 本公司董事会及全体董事保证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法律责任。 一、投资者调研情况 山东高速股份有限公司（以下简称"公司"）于 2023 年 5 月 19 日和浙商证 券、兴业证券、平安证券、东方证券资管等市场投资者进行了电话调研交流活动， 董事会秘书隋荣昌、董事会秘书处处长程怀、证券事务主管程坤参与了投资者调 研会议并对投资者提出的问题进行了回复。 二、调研的主要问题及回复情况 1、公司第一季度高速公路运营数据非常亮眼，请问公司 4 月份高速公路运 营数据情况？ 答：公司 2023 年 4 月份，通行费收入合计 7.47 亿元，同比增长约 19.11%。 主要增长原因：一是宏观经济恢复，公司各路段车流量上升；二是公司京台高速 济泰段改扩建工程于 2022 年 10 月 12 日建成通车，显著提高京台高速公路山东 段整体通行能力和服务水平。 2、未来，公司是否有可以预见的资本运作计划？ 答：2021 年公司完成了对公司控股 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 4,420,702,472.64, representing a year-on-year increase of 24.27%[4] - The net profit attributable to shareholders for Q1 2023 was CNY 810,493,602.27, reflecting a growth of 12.95% compared to the same period last year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 789,011,406.34, an increase of 9.85% year-on-year[4] - The basic earnings per share for Q1 2023 was CNY 0.143, up by 10.85% from the previous year[4] - Toll revenue reached RMB 2.576 billion (including tax), representing a year-on-year increase of 11%[12] - The total toll revenue for all segments in Q1 2023 was RMB 25.755 billion, an increase of 11% compared to the same period last year[14] - The company reported a 71.10% increase in revenue from the Lijin Yellow River Bridge, attributed to a low base from the previous year[14] - The net profit for Q1 2023 reached CNY 609,607,385.33, compared to CNY 389,118,942.67 in Q1 2022, reflecting a growth of 56.6%[33] - The profit attributable to shareholders of the parent company for Q1 2023 was ¥810,493,602.27, compared to ¥717,562,602.53 in Q1 2022, marking an increase of 12.9%[25] Assets and Liabilities - The total assets at the end of the reporting period were CNY 137,821,504,164.04, a slight increase of 0.57% from the end of the previous year[5] - The equity attributable to shareholders at the end of the reporting period was CNY 40,351,065,043.39, which is a 1.75% increase compared to the end of the previous year[5] - The total liabilities as of Q1 2023 amounted to ¥84,995,526,194.85, slightly up from ¥84,792,185,969.94 in the previous quarter[23] - The total assets of the company reached CNY 137.82 billion as of March 31, 2023, compared to CNY 137.05 billion at the end of 2022[22] - The total liabilities decreased to CNY 49,941,408,276.51 in Q1 2023 from CNY 50,306,829,542.51 in Q1 2022, a reduction of approximately 0.72%[31] - The total equity increased to CNY 36,673,147,508.29 in Q1 2023 from CNY 36,180,792,175.20 in Q1 2022, marking a growth of 1.36%[31] Cash Flow - The net cash flow from operating activities for Q1 2023 was CNY 1,173,804,196.03, showing a decrease of 3.06% year-on-year[4] - Cash inflow from operating activities for Q1 2023 was approximately $4.80 billion, an increase of 22.8% compared to $3.91 billion in Q1 2022[27] - Cash outflow from operating activities totaled $3.62 billion in Q1 2023, up from $2.69 billion in Q1 2022, representing a 34.6% increase[27] - Net cash flow from operating activities for Q1 2023 was $1.17 billion, a slight decrease of 3.1% from $1.21 billion in Q1 2022[27] - Cash inflow from investment activities was approximately $1.04 billion in Q1 2023, compared to $318.20 million in Q1 2022, marking a significant increase[28] - Net cash flow from investment activities was -$2.51 billion in Q1 2023, an improvement from -$2.97 billion in Q1 2022[28] - Cash inflow from financing activities was $5.73 billion in Q1 2023, down from $6.23 billion in Q1 2022[28] - Net cash flow from financing activities was $213.37 million in Q1 2023, a decrease of 93% compared to $3.05 billion in Q1 2022[28] Investments and Projects - The company completed investment of RMB 1.316 billion in the Jitai expansion project in Q1 2023, exceeding the quarterly investment plan by 8%[18] - The company is actively pursuing partnerships in the "network freight" business, having reached cooperation intentions with JD.com and Yongchang Logistics[12] - The external project contract amount increased by 94% year-on-year, totaling approximately CNY 42.41 million[19] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 37,903[8] - The largest shareholder, Shandong Expressway Group Co., Ltd., held 70.67% of the shares, amounting to 3,411,626,859 shares[9] Research and Development - Research and development expenses for Q1 2023 were ¥24,868,779.89, slightly up from ¥24,085,532.59 in Q1 2022[24] - Research and development expenses decreased to CNY 2,010,009.17 in Q1 2023 from CNY 4,505,613.36 in Q1 2022, a decline of 55.5%[32] Digital Initiatives - The company initiated a pilot for "digital RMB" payments on highways, marking a significant step in digitalization[12] - The "Changhe Tong" platform membership surpassed 3.5 million, with ongoing enhancements to its functionality[12]

Financial Performance - The net profit attributable to the parent company for 2022 was RMB 2,855,263,089.21, with the parent company achieving a net profit of RMB 1,972,431,332.88[4] - The company's operating revenue for 2022 was CNY 18,486,355,293, representing a 14.09% increase from CNY 16,203,578,427.97 in 2021[19] - The net profit attributable to shareholders for 2022 was CNY 2,855,263,089.21, a decrease of 6.45% compared to CNY 3,052,287,782.41 in 2021[19] - The net cash flow from operating activities decreased by 47.80% to CNY 5,113,063,018.42 in 2022 from CNY 9,794,487,069.68 in 2021[19] - The total assets at the end of 2022 were CNY 137,046,331,134.50, an increase of 8.85% from CNY 125,906,162,155.63 at the end of 2021[19] - The basic earnings per share for 2022 was CNY 0.503, down 15.75% from CNY 0.597 in 2021[20] - The weighted average return on equity for 2022 was 8.28%, a decrease of 1.59 percentage points from 9.87% in 2021[20] - The company reported a net loss of CNY 502,104,142.53 primarily due to expected losses from Jidong Company[24] Dividends and Profit Distribution - A cash dividend of RMB 4.00 per 10 shares (including tax) is proposed, totaling RMB 1,930,884,973.20 to be distributed to shareholders[4] - The accumulated distributable profit for the parent company as of the end of 2022 was RMB 15,321,807,194.47[4] - The net profit attributable to the parent company for 2022 was 2,855,263,089.21 RMB, with a remaining undistributed profit of 1,775,188,199.59 RMB after allocating 10% to statutory reserves[121] - The company has established a cash dividend policy that mandates a minimum distribution of 10% of the distributable profit each year, and at least 60% of the net profit attributable to the parent company over the next five years[121] Governance and Compliance - The board of directors and supervisory board members have confirmed the authenticity, accuracy, and completeness of the annual report[2] - The company has no non-operating fund occupation by controlling shareholders or related parties[6] - There are no violations of decision-making procedures for providing guarantees to external parties[6] - The company has established a governance structure that includes a shareholders' meeting, board of directors, supervisory board, and management team, ensuring clear responsibilities and obligations[86] - The company has implemented multiple governance rules based on its articles of association, enhancing operational compliance and management efficiency[86] - The independent directors provided valuable suggestions on business development and compliance operations during the reporting period[86] Risk Management - The company has detailed risk analysis and preventive measures in the "Management Discussion and Analysis" section of the report[7] - The company is aware of macroeconomic and policy risks, particularly regarding highway toll adjustments, and plans to strengthen communication with government departments[84] - The company is entering a peak construction period for major projects, with a focus on risk management to control potential budget overruns[85] Environmental and Social Responsibility - The company invested 30.08 million yuan in environmental protection during the reporting period[134] - The total discharge of chemical oxygen demand (COD) in 2022 was 116 tons, with a reduction rate of 84%[135] - The company has established mechanisms for environmental protection and is classified as a key pollutant discharge unit[134] - The company has committed to sustainable practices and disclosed its ESG report on March 31, 2023[170] - The company donated a total of 4 million yuan over four years to support the "Warm the Sunset" elderly assistance project, benefiting approximately 47,000 economically disadvantaged elderly individuals in 39 counties[172] Strategic Initiatives and Future Plans - The company plans to continue expanding its market presence and invest in new product development to drive future growth[19] - The company aims to find investment opportunities that align with its core highway operations to ensure long-term sustainable development[35] - The company is focusing on technological innovation in the highway industry, utilizing IoT, big data, and AI to enhance operational efficiency and service quality[78] - The company is actively pursuing mergers and acquisitions in the environmental sector to expand its scale and establish a leading brand in professional environmental water service operations[80] Audit and Financial Reporting - The company’s financial report has been audited by Tianzhi International Accounting Firm, which issued a standard unqualified audit opinion[3] - The internal control audit report issued by Tianzhi International Accounting Firm provided a standard unqualified opinion[133] - The company is set to renew its audit engagement with Tianzhi International Accounting Firm for the 2023 fiscal year[113] Employee and Workforce Management - The total number of employees in the parent company and major subsidiaries is 9,849, with 5,171 in the parent company and 4,678 in major subsidiaries[117] - The company conducted 1,467 training sessions in 2022, with participation from 69,000 employees[119] - The company plans to increase its workforce by 10% to support growth initiatives and new projects[96] Legal Matters - The company has a significant arbitration case where it is seeking 2 billion RMB in unpaid equity transfer payments and related fees from Shenzhen Talent Housing Group Co., Ltd.[181] - The company has faced multiple lawsuits related to trade cooperation, with ongoing legal proceedings in the Shandong Provincial High People's Court regarding unpaid receivables.[183] - The company has received a notice for the resumption of enforcement procedures in three ongoing cases as of April 11, 2022, indicating active legal recovery efforts.[184]

证券代码：600350 证券简称：山东高速 公告编号：临 2023-017 山东高速股份有限公司 关于召开 2022 年度业绩说明会的公告 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法律责任。 重要内容提示： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 04 月 06 日(星期四) 至 04 月 12 日(星期三)16:00 前登 录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 sdhs@sdecl.com.cn 进行提问。公司将在说明会上对投资者普遍关注的问题进 行回答。 山东高速股份有限公司（以下简称"公司"）已于 2023 年 3 月 31 日发布公 司 2022 年度报告，为便于广大投资者更全面深入地了解公司 2022 年度经营成 果、财务状况，公司计划于 2023 年 04 月 13 日 下午 15:00-16:00 举行 2022 年度业绩说明会，就投资者关心的问题进行交流。 一、 说明会类型 本次投资者说明会以网络互动形式召开，公 ...

Financial Performance - The company's operating revenue for Q3 2022 was CNY 4,059,623,142.30, representing a 4.03% increase compared to CNY 3,432,160,022.53 in the same period last year[3] - Net profit attributable to shareholders was CNY 737,916,450.59, a decrease of 10.80% from CNY 730,845,698.86 year-on-year[3] - The net profit after deducting non-recurring gains and losses was CNY 720,684,195.23, reflecting a 2.36% increase compared to CNY 704,074,444.61 in the previous year[3] - The basic earnings per share (EPS) decreased by 21.47% to CNY 0.128 from CNY 0.143 in the same quarter last year[3] - The total profit for Q3 2022 was CNY 3,850,236,865.44, down from CNY 3,964,165,461.66 in Q3 2021, indicating a decrease of about 2.87%[30] - The total comprehensive income for the third quarter of 2022 was approximately CNY 2.94 billion, a slight decrease from CNY 3.02 billion in the same period of 2021[31] Assets and Liabilities - Total assets at the end of the reporting period were CNY 132,261,174,296.49, an increase of 5.05% from CNY 125,906,162,155.63 at the end of the previous year[4] - Total liabilities as of Q3 2022 were CNY 81,371,767,879.03, up from CNY 79,101,991,704.45 in the previous year, representing an increase of approximately 2.87%[28] - The company's total assets as of Q3 2022 were CNY 132,261,174,296.49, an increase from CNY 125,906,162,155.63 in the previous year, representing a growth of approximately 5.06%[28] - The total liabilities increased to ¥48,046,554,259.74 in Q3 2022 from ¥46,660,391,144.38 in Q3 2021, marking a rise of about 2.9%[38] Shareholder Information - Shareholders' equity attributable to the parent company was CNY 40,306,027,400.86, up 8.36% from CNY 37,198,086,733.76 year-on-year[4] - The company reported a total of 42,162 common shareholders at the end of the reporting period[8] - The largest shareholder, Shandong High-Speed Group Co., Ltd., held 70.67% of the shares, amounting to 3.41 billion shares[8] Cash Flow - The net cash flow from operating activities for the year-to-date was CNY 4,707,566,507.46, a decrease of 10.15% compared to CNY 4,273,282,164.61 in the same period last year[3] - Cash flow from operating activities for the first nine months of 2022 was CNY 4.71 billion, a decrease of approximately 10.1% compared to CNY 5.24 billion in the same period of 2021[33] - Cash inflow from operating activities totaled CNY 12.75 billion for the first nine months of 2022, down from CNY 12.99 billion in the previous year[33] - The company's cash and cash equivalents at the end of Q3 2022 stood at CNY 3.38 billion, down from CNY 3.56 billion at the end of Q3 2021[34] Operating Costs and Expenses - Total operating costs for the first three quarters of 2022 were RMB 9.10 billion, a 17.20% increase from RMB 7.77 billion in 2021[12] - The company’s financial expenses totaled RMB 1.32 billion, with interest expenses accounting for RMB 1.42 billion, reflecting a 12.21% increase[12] - The company’s management expenses increased by 31.33% to RMB 388.29 million in 2022[12] - Research and development expenses surged by 132.67% to RMB 43.16 million in 2022, compared to RMB 18.54 million in 2021[12] Investment and Growth - The company plans to enhance toll collection efficiency by improving communication with local traffic police and increasing the usage rate of toll codes[21] - The investment business segment aims to meet annual investment return targets while managing investment risks and accelerating project reserves[23] - The company is focusing on developing core technologies and enhancing operational efficiency through the "Changhe Tong" platform[22] - The company successfully exported high-strength steel products for the first time, expanding its market reach[18] User Engagement and Digital Capabilities - The company registered 2.7 million individual users and 3,400 corporate users on the "Changhe Tong" platform, enhancing digital capabilities[13] - The company completed the construction of 7 pre-transaction stations, achieving a transaction success rate of 99.5%, improving efficiency by 30%[13]