江苏宁沪高速公路股份有限公司 自 2024 年 1 月 1 日 至 2024 年 12 月 31 日止年度财务报表 " " " " " " 报告编码:京25DP2FYJ62 KPMG Huazhen LLP 8th Floor, KPMG Tower Oriental Plaza 1 East Chang An Avenue Beijing 100738 China +86 (10) 8508 5000 Telephone +86 (10) 8518 5111 Fax Internet kpmg.com/cn 上的十三十分班方窗口分 特殊普通合伙) 中国北京 乐安街 1号 东方广场毕马威大楼8层 邮政编码:100738 +86 (10) 8508 5000 +86 (10) 8518 5111 kpma.com/cn 审计报告 毕马威华振审字第 2507839 号 江苏宁沪高速公路股份有限公司全体股东： 一、审计意见 我们审计了后附的江苏宁沪高速公路股份有限公司(以下简称"宁沪高速")财务报表，包 括 2024年 12 月 31 日的合并及母公司资产负债表，2024 年度的合并及母公司利润表、合并及 母公司现 ...

Core Viewpoint - Jiangsu Ningshu Expressway Co., Ltd. emphasizes its commitment to environmental, social, and governance (ESG) practices, aiming for sustainable development and high-quality growth through comprehensive management and innovative practices [1][4][19]. Report Principles - The report adheres to HK-ESG guidelines and GRI Standards, focusing on substantial issues management and performance measurement [1][2]. - Key principles include importance, quantification, balance, and consistency in reporting [1][2]. Report Scope and Period - The report covers the management practices from January 1 to December 31, 2024, and includes data from the company and its subsidiaries [2][4]. - This is the 16th annual ESG report, with the previous report published in March 2024 [2]. Governance and Quality Assurance - The company ensures the accuracy and completeness of the report through internal audits and compliance with legal standards [3][5]. - The board of directors is responsible for overseeing ESG strategies and performance [16][17]. Company Overview - Jiangsu Ningshu Expressway Co., Ltd. was established in August 1992 and is the only publicly listed transportation infrastructure company in Jiangsu Province [7]. - As of December 31, 2024, the company has total assets of RMB 89.886 billion and net assets of RMB 38.597 billion [7]. Key Performance Indicators - Revenue increased from RMB 132.56 billion in 2022 to RMB 231.98 billion in 2024, while net profit rose from RMB 37.24 billion to RMB 49.47 billion during the same period [12][15]. - Employee satisfaction improved from 81.90 in 2022 to 86.23 in 2024, reflecting enhanced employee engagement [15]. Environmental Initiatives - The company is committed to green development, achieving a 100% usage rate of low-carbon maintenance materials and promoting energy-saving technologies [5][6]. - It aims to build a "zero-carbon service area" and actively participates in ecological protection efforts [5][6]. Technological Innovation - The company integrates advanced technologies such as cloud computing and AI into highway management, enhancing operational efficiency and traffic management [6][26]. - The "smart expansion" initiative has led to a 56% increase in traffic volume, demonstrating the effectiveness of technology in improving service efficiency [26]. Social Responsibility - The company engages in community support activities, including rural revitalization and volunteer services, contributing to social harmony [7][30]. - It prioritizes public safety and satisfaction, implementing comprehensive safety management and emergency response strategies [30][31]. Future Outlook - The company aims to continue its focus on high-quality development and innovation, aligning its ESG goals with national strategies and industry standards [19][20]. - Plans for 2025 include further integration of ESG principles into business operations and enhancing stakeholder communication [19][20].

Core Viewpoint - The audit committee of Jiangsu Ninghu Expressway Co., Ltd. has reported on the performance evaluation and supervisory responsibilities regarding the accounting firm KPMG Huazhen for the year 2024, emphasizing the thoroughness and diligence in their oversight duties [1][4]. Group 1: Basic Information about the Accounting Firm - KPMG Huazhen was established on August 18, 1992, in Beijing and became a special general partnership on July 5, 2012, with its main office located in Beijing [1]. - As of December 31, 2024, KPMG Huazhen has 241 partners and 1,309 registered accountants, with over 300 accountants having signed securities service audit reports [2]. - In 2023, KPMG Huazhen's audited total business revenue exceeded RMB 4.1 billion, with audit service revenue exceeding RMB 3.9 billion, including over RMB 900 million from statutory securities services and over RMB 1 billion from other securities services [2]. Group 2: Appointment Process of the Accounting Firm - The company approved the appointment of KPMG Huazhen as the financial auditor and internal control auditor during the board meeting on May 24, 2024, and the proposal was subsequently approved at the annual shareholders' meeting on June 26, 2024 [2]. Group 3: Supervision of the Accounting Firm - The audit committee conducted a rigorous review of KPMG Huazhen's audit fee quotations, qualifications, performance records, quality management, work plans, resource allocation, information security management, and risk-bearing capabilities, concluding that the firm possesses the necessary qualifications and professional capabilities to meet the company's audit requirements [4]. - On December 25, 2024, the audit committee held a communication meeting with the signing accountants from KPMG Huazhen to discuss the audit scope, independence of the audit plan, and team structure for the 2024 annual report audit [5]. - The audit committee ensured thorough discussions and communications with KPMG Huazhen during critical phases of the annual report audit, promoting objectivity and integrity in the audit report [5][6].

Core Viewpoint - The company has established a risk disposal plan for its financial business in Jiangsu Traffic Holding Group Financial Company to effectively prevent, control, and resolve funding risks associated with its loans and deposits [1][2][3]. Group 1: Risk Management Structure - A risk disposal leadership group has been formed, led by the company's general manager, responsible for overseeing risk prevention and management [1]. - The financial accounting department and other relevant departments are tasked with implementing risk prevention measures and coordinating efforts to mitigate risks [2][3]. Group 2: Risk Reporting and Disclosure - The company has established a risk reporting system to regularly inform the board of directors about the status of loan and deposit risks [2][3]. - Prior to depositing funds in the financial company, the company will review the latest audited annual report to assess business and financial risks [3][4]. Group 3: Risk Disposal Procedures - The leadership group will initiate disposal procedures if the financial company violates regulatory requirements or experiences significant operational issues [4][5]. - An emergency disposal group will be formed to address risks, with clear responsibilities and tasks assigned to various departments [5][6]. Group 4: Post-Incident Management - After resolving any sudden deposit risks, the company will enhance supervision of the financial company and reassess deposit risks [6][7]. - A thorough analysis will be conducted to understand the causes and consequences of any deposit risks, aiming to improve future risk management practices [6][7].

Core Viewpoint - The independent director's report highlights the commitment to uphold the interests of all shareholders, particularly minority investors, while ensuring the company's high-quality development through diligent governance and oversight [1][6]. Group 1: Independent Director Overview - The independent director, Sun Lijun, is a recognized expert in transportation engineering, serving as the chair of the nomination committee and a member of the audit committee [1]. - There are no conflicts of interest affecting the independence of the director, as neither he nor his immediate family holds shares in the company or has any relationships with major shareholders [1][2]. Group 2: Annual Performance Overview - The independent director attended all board meetings and a shareholders' meeting, providing support for all submitted proposals without any dissent [2]. - Active participation in the nomination committee involved thorough candidate evaluations for board and senior management positions, ensuring a fair and scientific nomination process [2][4]. - The audit committee's work included reviewing audit opinions and overseeing the audit process to ensure the integrity and transparency of financial reporting [2][4]. Group 3: Communication and Engagement - Regular communication with internal audit and accounting firms was maintained to ensure objective and fair audit results [4]. - Engagement with minority shareholders included participation in performance briefings to address investor inquiries and gather feedback [4][5]. Group 4: Key Focus Areas - The independent director closely monitored related party transactions, confirming that they complied with legal regulations and did not harm the interests of minority shareholders [5]. - The company adhered to legal requirements for timely disclosure of financial reports, ensuring accurate representation of its operational status [5]. - The appointment of senior management was conducted through a transparent process, with new appointments made to key positions [5][6]. Group 5: Overall Evaluation and Future Plans - The independent director emphasized adherence to legal standards and the importance of independent judgment in decision-making, contributing to effective corporate governance [6]. - Plans for 2025 include enhancing the ability to fulfill the role of independent director and improving communication with shareholders to protect their rights [6].

Core Viewpoint - The internal control self-evaluation report for Jiangsu Ninghu Expressway Co., Ltd. indicates that as of December 31, 2024, the company has maintained effective internal controls over financial reporting and has not identified any significant deficiencies in both financial and non-financial reporting [1][10]. Internal Control Evaluation Conclusion - The company has confirmed that there are no significant deficiencies in financial reporting internal controls as of the evaluation date [2][10]. - Similarly, there are no significant deficiencies in non-financial reporting internal controls identified [2][10]. - The evaluation period did not experience any factors that would affect the conclusion of internal control effectiveness [2][10]. Internal Control Evaluation Work - The evaluation scope was determined based on a risk-oriented principle, covering major units, businesses, and high-risk areas [3][4]. - The total assets of the units included in the evaluation account for 99% of the company's consolidated financial statement assets, while their total revenue accounts for 100% of the company's consolidated financial statement revenue [4]. Internal Control Deficiency Standards - The company has established quantitative standards for identifying deficiencies in financial reporting internal controls, with significant deficiencies defined as misstatements exceeding 2% of total assets or 10% of pre-tax profits [5][6]. - Non-financial reporting internal control deficiencies are similarly quantified, with significant deficiencies defined as asset losses exceeding 2% of total assets or 10% of pre-tax profits [6]. Remediation of Deficiencies - Any identified general deficiencies in internal controls have been rectified within the reporting period, ensuring that they do not impact the achievement of internal control objectives [9][10].

Core Points - The company will hold a performance briefing for the fiscal year 2024 on April 8, 2025, from 10:00 to 11:00 [1][3] - The briefing will be conducted via a telephone video conference to facilitate communication with investors [1][4] - Investors can submit questions via email to the company's investor relations before the briefing [2][3] Meeting Details - The performance briefing is scheduled for April 8, 2025, from 10:00 to 11:00 [3][4] - The conference will be accessible through a specific platform and phone numbers for both mainland China and Hong Kong [4] - A password will be required for joining the meeting [4]

Core Viewpoint - The company has signed a three-year financial service agreement with Jiangsu Transportation Holding Group Financial Co., Ltd. starting from April 1, 2025, to enhance its financing capabilities and ensure operational funding needs [1][2][7]. Summary by Sections 1. Overview of Related Transactions - The agreement allows for a maximum daily deposit balance of RMB 500 million, which is less than 5% of the company's audited revenue, total assets, or market value [2][5]. - The financial company will provide a comprehensive credit limit of no less than RMB 5 billion, with loan interest rates not exceeding the People's Bank of China’s loan market quotation rate (LPR) [1][2]. 2. Related Party Introduction - Jiangsu Transportation Holding Group Financial Co., Ltd. is a non-banking financial institution approved by the former China Banking Regulatory Commission, providing financial services to group members [4][8]. - The financial company has a registered capital of RMB 200 million and has shown strong financial performance with total assets of RMB 2,387.55 million as of December 31, 2024 [4][8]. 3. Main Content of the Financial Service Agreement - The financial company will ensure that the deposit interest rates are not lower than those offered by major state-owned banks and will provide various financial services including payment and collection services [6][8]. - The agreement is effective from April 1, 2025, to March 31, 2028, and includes provisions for breach of contract responsibilities [7][9]. 4. Purpose and Impact of the Related Transactions - The agreement aims to broaden financing channels, enhance capital allocation capabilities, and secure operational funding needs amid changing external financial policies [7][9]. - The financial services provided by the financial company are expected to lower financing costs and improve capital efficiency for the company [8][9]. 5. Approval Process for Related Transactions - The agreement was approved by the company's board of directors, with related directors abstaining from voting, and does not require shareholder meeting approval [3][9].

Summary of Key Points Core Viewpoint - Jiangsu Ninghu Expressway Co., Ltd. announced a profit distribution plan for the year 2024, proposing a cash dividend of RMB 0.49 per share, which represents 49.90% of the net profit attributable to shareholders for the year [1][2]. Profit Distribution Plan - The total cash dividend amount is RMB 2,468,496,275, based on the total share capital registered on the dividend distribution date [1][2]. - The company’s retained earnings as of December 31, 2024, amount to RMB 11,348,847,453.33 [1]. - The profit distribution plan is subject to approval at the upcoming shareholders' meeting [2][3]. Historical Comparison - The cash dividend for the current year (RMB 2,468,496,275) shows an increase from the previous year's cash dividend of RMB 2,367,741,325 and the year before that of RMB 2,317,363,850 [2]. - The net profit attributable to shareholders for the current year is RMB 4,946,691,605.41, up from RMB 4,413,271,587.29 in the previous year and RMB 3,724,115,165.87 in the year before that [2]. Compliance and Governance - The profit distribution plan complies with the company's profit distribution policy and relevant legal regulations, ensuring no harm to minority shareholders [3]. - The board of directors and the supervisory board have reviewed and approved the profit distribution proposal, which will be presented to the shareholders for final approval [3].

Meeting Overview - The 11th Board of Directors of Jiangsu Ninghu Expressway Co., Ltd. held its 9th meeting on March 26, 2025, via a combination of in-person and video conferencing [1] - All 13 directors attended the meeting, and the resolutions passed were valid according to the Company Law and the company's articles of association [1] Resolutions Passed - The company approved the 2024 annual report and summary, which will be published in various financial newspapers and on the Shanghai Stock Exchange website [1] - The 2024 annual work report of the Board of Directors was approved and will be submitted to the 2024 annual general meeting for review [2] - The 2024 annual general manager's work report was approved [2] - The 2024 financial statements and audit report were approved and will be submitted to the 2024 annual general meeting for review [2] - The 2024 financial budget report was approved and will be submitted to the 2024 annual general meeting for review [3] - The profit distribution plan for 2024 was approved, proposing a dividend of RMB 0.49 per share, which accounts for approximately 49.90% of the net profit attributable to shareholders [4] - Various reports from independent directors and committees were approved, confirming the effectiveness of the company's risk management and internal control systems [4][5] - The company will continue to appoint KPMG Huazhen as the financial auditor and internal control auditor for the 2025 fiscal year [6] - The company approved the use of idle funds to purchase short-term financial products, with a maximum annual amount of RMB 2 billion and a maximum daily balance of RMB 3.85 billion [6] - The company approved the registration and issuance of medium-term notes not exceeding RMB 4 billion [7] - The company approved financing agreements with Jiangsu Transportation Holding Co., Ltd. for its subsidiaries [8] - The company approved a series of related party transactions and framework agreements for various services and projects [14][15][20] Financial and Operational Plans - The company plans to authorize the board to issue up to 20% of the existing A-shares and H-shares to enhance financing flexibility [26] - The company approved a donation plan for 2025, with a maximum amount of RMB 3 million [27] - The company will hold the 2024 annual general meeting and authorized the board secretary to issue notifications [27] - The company approved the 2025 ESG action plan [28]