证券代码：600350 证券简称：山东高速 公告编号：2025-056 山东高速股份有限公司 关于股份回购实施结果暨股份变动的公告 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： | 回购方案首次披露日 | 2025/4/30，由董事长提议 | | | | | --- | --- | --- | --- | --- | | 回购方案实施期限 | 2025 月 6 日~2026 年 月 5 日 | 年 | 6 | 6 | | 预计回购金额 | 2亿元~3亿元 | | | | | 回购价格上限 | 15.45元/股 | | | | | 回购用途 | √减少注册资本 | | | | | | □用于员工持股计划或股权激励 | | | | | | □为维护公司价值及股东权益 | | | | | 实际回购股数 | 18,849,280股 | | | | | 实际回购股数占总股本比例 | 0.39% | | | | | 实际回购金额 | 200,003,509元 | | | | | 实际回购价格区间 | 10.16元/股~1 ...

Core Viewpoint - The issuance of A-shares by Shandong Huangan Energy Group aims to raise up to 718 million yuan, primarily to enhance liquidity and repay bank loans, reflecting confidence in the long-term value of the kitchen waste treatment and renewable energy industry [1][2]. Group 1: Fundraising and Corporate Strategy - The A-share issuance will be fully subscribed by the major shareholder, Shandong High-speed Industrial Investment Co., which will improve the company's financial strength and reduce financial risks [2][3]. - The funds raised will be used entirely for working capital and repaying bank loans, supporting the company's main business operations without significant changes to its business scope [2]. Group 2: Industry Growth and Market Position - The company specializes in the treatment of kitchen organic waste and the resource utilization of waste cooking oil, with a significant presence in nearly 20 major cities in China [2]. - The kitchen waste disposal market in China is expected to grow rapidly in the coming years due to the establishment of a waste classification system, presenting development opportunities for the company [2]. Group 3: Performance and Market Trends - The company anticipates a substantial increase in net profit for the first half of 2025, projecting a profit of 40 to 45 million yuan, a significant turnaround from previous losses [4]. - The increase in performance is attributed to cost reduction efforts, increased waste collection and processing volumes, and rising market prices for industrial-grade mixed oil due to EU sustainable aviation fuel policies [4][5]. - The demand for used cooking oil (UCO) is expected to surge, driven by international and domestic aviation fuel policies, indicating a robust market outlook for the company [5].

Core Viewpoint - The company has signed a conditional share subscription agreement with Shandong High-speed Industrial Investment Co., Ltd., which is controlled by the company's actual controller, constituting a related party transaction. The issuance of A-shares to this specific entity requires approval from the shareholders' meeting and regulatory bodies [1][2][3]. Group 1: Related Party Transaction Overview - The actual controller of the company, Shandong High-speed Industrial Investment Co., Ltd., intends to subscribe for all shares issued in this specific offering, which constitutes a related party transaction [2][3]. - The transaction does not qualify as a major asset restructuring under the relevant regulations [2]. Group 2: Basic Information of Related Party - The related party, Shandong High-speed Industrial Investment Co., Ltd., is located in Jinan and has a registered capital of 300 million RMB [3]. - The company is involved in various investment activities, including equity investment and real estate management [3]. Group 3: Financial Data of Related Party - As of March 31, 2025, the total assets of Shandong High-speed Industrial Investment Co., Ltd. were approximately 3.80 billion RMB, with total equity of about 1.29 billion RMB [4]. - The total revenue for the first quarter of 2025 was approximately 213.57 million RMB, while the net profit was around 7.77 million RMB [4]. Group 4: Transaction Details - The issuance price for the shares is set at 5.13 RMB per share, which is not lower than 80% of the average trading price over the previous 20 trading days [5][6]. - The total number of shares to be issued will not exceed 139,888,845 shares, representing 30% of the company's total shares prior to the issuance [6][7]. Group 5: Purpose and Impact of the Transaction - The funds raised from this issuance will be used to supplement working capital and repay bank loans, which will help reduce the company's debt ratio and optimize its capital structure [11]. - The transaction is expected to enhance the company's financial strength and risk resistance, supporting sustainable development and long-term strategic implementation [11]. Group 6: Approval Process - The transaction requires approval from the state-owned assets supervision and administration authority, the shareholders' meeting, the Shenzhen Stock Exchange, and the China Securities Regulatory Commission [12].

Core Viewpoint - The company is seeking shareholder approval for Shandong High-speed Industrial Investment Co., Ltd. to be exempt from making a mandatory offer following a specific share issuance plan [1][2]. Group 1: Share Issuance Details - The company plans to issue up to 139,888,845 A-shares, all of which will be subscribed by Shandong High-speed Industrial Investment Co., Ltd. [2]. - Post-issuance, Shandong High-speed Industrial Investment and Shandong High Photovoltaic Development Co., Ltd. will collectively hold over 30% of the company's shares [2]. Group 2: Regulatory Compliance - According to the relevant regulations, if the shareholders approve the issuance, the investor can be exempt from making a mandatory offer, provided they commit to not transferring the newly issued shares for three years [2]. - The company’s board has agreed to propose this exemption to the shareholders' meeting, with related parties abstaining from voting [2].

Group 1 - The A-share market indices closed mixed, with the Shanghai 180 risk-weighted index at 5107.99 points, showing a 2.82% increase over the past month, a 6.34% increase over the past three months, and a 2.48% increase year-to-date [1] - The Shanghai 180 risk-weighted index and the Shanghai 380 risk-weighted index are designed to equalize the risk contribution of each sample, allowing for risk diversification and a higher Sharpe ratio compared to market capitalization-weighted indices [1] - The index is based on a reference date of December 31, 2004, with a base point of 1000.0 [1] Group 2 - The top ten holdings in the Shanghai 180 risk-weighted index include: Yangtze Power (1.85%), China Construction Bank (1.77%), Agricultural Bank of China (1.62%), Industrial and Commercial Bank of China (1.54%), Bank of China (1.34%), Sichuan Investment Energy (1.27%), Guotou Power (1.17%), Shandong High-Speed (1.12%), China Mobile (1.05%), and Ninghu Expressway (1.04%) [1] - The index's holdings are entirely composed of stocks listed on the Shanghai Stock Exchange, with a 100% allocation [1] Group 3 - In terms of industry allocation, the financial sector accounts for 27.44%, industrial sector for 23.49%, utilities for 10.34%, materials for 9.22%, information technology for 8.17%, consumer discretionary for 5.83%, energy for 5.07%, healthcare for 4.28%, consumer staples for 3.22%, communication services for 2.55%, and real estate for 0.39% [2] - The index samples are adjusted quarterly, with adjustments occurring on the next trading day following the second Friday of March, June, September, and December [2] - Weight factors are generally fixed until the next scheduled adjustment, with special circumstances allowing for temporary adjustments [2]

Group 1 - The core viewpoint is that Weifang is taking significant steps to develop the low-altitude economy through policy initiatives and infrastructure development, aiming to become a leader in this emerging sector [1][2][3] - Weifang's low-altitude economic pilot program will focus on three key areas: public services, commercial logistics, and cultural tourism [1] - The implementation plan includes the construction of drone takeoff and landing sites and a low-altitude control platform, integrating communication, navigation, and monitoring systems [1] Group 2 - As of 2024, the number of low-altitude economy enterprises in China is projected to reach 14,707, a 55.6% increase from 2020, indicating a new phase of scaled development in the industry [2] - Shandong province has 417 companies involved in the research and manufacturing of general aviation aircraft and drones, with a low-altitude economy scale of 42 billion yuan, reflecting a year-on-year growth of 38.6% [2] - By the end of 2024, Shandong is expected to have 22 general airports and 1,409 operational drone companies, ranking 6th and 3rd nationally, respectively [2] Group 3 - The construction of general airports is becoming a new focus in Shandong's planning, with a target of establishing 35 general airports and 400 digital low-altitude aircraft takeoff platforms by 2027 [3] - The establishment of a low-altitude economy research institute by Shandong High-Speed Group indicates proactive steps in exploring low-altitude economic planning and integrated land-air service management [3] Group 4 - The closure of Qingdao Liuting Airport in 2021 is set to be reversed, with plans to develop it into the largest, highest standard, and most functional low-altitude hub in the country [4]

Core Viewpoint - The announcement details the daily related transactions of Shandong Expressway Co., Ltd., emphasizing that these transactions are necessary for the company's daily operations and do not adversely affect its financial status or operational results [2][11]. Summary by Sections Daily Related Transactions Overview - The board of directors approved the related transactions without requiring shareholder meeting approval, as per relevant regulations [2][3]. - The transactions are structured to meet the company's operational needs, with fair and reasonable terms that do not harm the company's interests [2][11]. Transaction Details - The agreements signed with Qilu Expressway Co., Ltd. include: - Comprehensive service framework agreement with annual limits of RMB 2.6 billion for 2024, RMB 600 million for 2025, and RMB 100 million for 2026 [3]. - Service provision framework agreement with annual limits of RMB 65 million for 2024, RMB 120 million for 2025, and RMB 140 million for 2026 [3]. - Comprehensive procurement framework agreement with annual limits of RMB 650 million for 2024, RMB 55 million for 2025, and RMB 55 million for 2026 [3]. - Comprehensive sales framework agreement with annual limits of RMB 700 million for 2024, RMB 150 million for 2025, and RMB 180 million for 2026 [3]. Related Party Information - Shandong Expressway Group Co., Ltd. is the controlling shareholder of the company, and the transactions constitute related party transactions as defined by regulations [8]. - The group has a solid financial standing and has consistently fulfilled its obligations in previous related transactions without significant defaults [8]. Pricing Policy - The pricing for the services and goods will be determined based on government pricing, government guidance, or market prices, ensuring fairness and reasonableness [9][10]. - If market prices are used, they will be based on comparable transactions and negotiated between the parties [9][10]. Impact on the Company - The related transactions are integral to the company's normal operations, ensuring stability and resource optimization [11]. - The transactions are conducted in good faith and fairness, benefiting the company's long-term development without compromising its independence [11].

证券代码：600350 证券简称：山东高速 公告编号：2025-055 山东高速股份有限公司 日常关联交易公告 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。 重要内容提示： 是否需要提交股东大会审议：根据《上海证券交易所股票上市规则》《上 海证券交易所上市公司自律监管指引第 5 号——交易与关联交易》以及公司《关 联交易管理制度》等有关规定，本次关联交易事项无需提交股东大会审议。 日常关联交易对上市公司的影响：本次涉及的日常关联交易是为了满足 本公司日常业务开展的需要，关联交易各项条款公平合理，不存在损害本公司利 益的情形，不会对本公司的财务状况、经营成果造成重大不利影响，本公司未对 关联方形成依赖。 一、日常关联交易基本情况 齐鲁高速公路股份有限公司（以下简称"齐鲁高速"）于2023年11月23日与 山东高速集团有限公司（以下简称"山东高速集团"）签订《2024至2026年度综 合服务框架协议》《2024至2026年度服务提供框架协议》《2024至2026年度综合 采购框架协议》《2024至2026年度综合销售框架协议》，协 ...

Core Viewpoint - The company has announced its 2024 annual profit distribution plan, which includes a cash dividend of RMB 1.70 per 10 shares, totaling approximately RMB 262.36 million, following adjustments to its total share capital due to convertible bond conversions and share repurchases [1][2][3]. Group 1: Profit Distribution Plan - The 2024 annual profit distribution plan was approved at the shareholders' meeting on May 19, 2025, with a cash dividend of RMB 1.70 per 10 shares, amounting to RMB 263.81 million based on the previous total share capital [1][2][3]. - The total share capital has been adjusted from 1,560,998,425 shares to 1,552,439,109 shares due to the conversion of convertible bonds and share repurchases, leading to a new base of 1,543,279,184 shares for the dividend distribution [1][3][6]. - The cash dividend will be distributed to shareholders registered by the equity registration date of July 16, 2025, with the ex-dividend date set for July 17, 2025 [7][8]. Group 2: Convertible Bond Adjustments - The conversion price for the company's convertible bonds ("山路转债") has been adjusted from RMB 7.81 to RMB 7.64 per share, effective from July 17, 2025, due to the cash dividend distribution [13][19]. - The adjustment in the conversion price is in accordance with the company's regulations regarding changes in share capital due to profit distributions [14][15][19]. Group 3: Legal Matters - The company and its subsidiaries have been involved in litigation and arbitration cases totaling approximately RMB 3.04 billion over the past twelve months, which exceeds 10% of the company's latest audited net assets [19][20]. - Among these cases, RMB 1.86 billion is related to cases where the company is the plaintiff, while RMB 1.18 billion involves cases where the company is the defendant [19][20].

Group 1 - Shandong High-Speed Group and Shandong Development Investment Holding Group signed a strategic cooperation agreement on July 10 [1] - The agreement focuses on enhancing cooperation in areas such as engineering construction, new energy, integration of industry and finance, strategic emerging industries, and future industries [1] - The partnership aims to establish a comprehensive and in-depth strategic cooperative relationship between the two companies [1]