大秦铁路股份有限公司章程 大秦铁路股份有限公司章程 大秦铁路股份有限公司章程 目 录 第三章 股 份 第四章 股东和股东会 第五章 党委会 第六章 董事和董事会 第一章 总 则 第二章 经营宗旨和范围 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第一节 股东的一般规定 第二节 控股股东和实际控制人 第三节 股东会的一般规定 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第一节 董事的一般规定 第二节 董事会 第三节 独立董事 第四节 董事会专门委员会 大秦铁路股份有限公司章程 第七章 高级管理人员 第八章 工会组织 第九章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第十章 通知与公告 第一节 通知 第二节 公告 第十一章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资、减资 第二节 解散和清算 第十二章 修改章程 第十三章 附 则 大秦铁路股份有限公司章程 大秦铁路股份有限公司章程 第一章 总 则 第一条 为规范大秦铁路股份有限公司（以下简称"公司"）的组织和行为， 保障 ...

大秦铁路股份有限公司 独立董事专门会议决议及独立意见 根据《中国证监会上市公司独立董事管理办法》等有关规定,大秦铁路股份 有限公司(以下简称"公司")于 2025年8月12日召开独立董事专门会议。 作为公司的独立董事,根据《公司章程》《上海证券交易所的上市规则》及其他 有关规定,本着勤勉尽职的原则,认真审核了相关资料,就公司股份回购相关事 项进行审议并发表独立意见: 实施股份回购是公司落实国家和证券监管部门关于上市公司高质量发展的 要求、提振投资者信心、提高公司投资价值的具体举措,同意将本事项提交公司 七届十三次董事会审议。 (本页无正文,为独立董事专门会议决议及独立意见之签署页) 独立董事签名: 郝生妖 许光建1 樊燕萍 朱玉杰__ 2025 年 8 月 12 日 (本页无正文,为独立董事专门会议决议及独立意见之签署页) 独立董事签名; 郝生跃_ 许光建 樊燕萍 朱玉杰 2025 年 8 月 12 日 . - t · r . . . the first and ...

Core Insights - The Daqin Railway has achieved a cumulative freight volume of over 9 billion tons, setting a world record for a single railway line, which significantly contributes to China's energy security and economic development [1][2] Group 1: Operational Achievements - The Daqin Railway, operational since 1992, has seen its annual freight volume grow from over 20 million tons to a peak of 451 million tons in 2018, demonstrating exponential growth in freight capacity [2] - The railway serves as a crucial channel for coal transportation, accounting for 20% of the national railway coal transport volume, and connects to over 6,000 industrial enterprises [1][2] Group 2: Technological Advancements - Over 30 years, the Daqin Railway has developed advanced heavy-load technology, achieving significant milestones in the operation of 10,000, 20,000, and 30,000-ton trains, positioning China among the few countries with such capabilities [3] - The railway has undergone three major capacity expansions, incorporating advanced technologies such as the fifth-generation rail and intelligent systems for enhanced safety and efficiency [3] Group 3: Environmental Impact - The Daqin Railway's operations have led to substantial environmental benefits, with the transportation of 90 billion tons of freight resulting in the savings of 99 million tons of standard coal and a reduction of 240 million tons of carbon dioxide emissions [4] - The railway's digital and intelligent systems have improved fault detection efficiency by over 50% and overall vehicle maintenance efficiency by 20%, contributing to a safer and greener transportation network [4]

Market Overview - On August 26, the railway and highway sector rose by 0.3% compared to the previous trading day, with Dongguan Holdings leading the gains [1] - The Shanghai Composite Index closed at 3868.38, down 0.39%, while the Shenzhen Component Index closed at 12473.17, up 0.26% [1] Stock Performance - Dongguan Holdings (000828) closed at 12.07, up 4.50% with a trading volume of 419,900 shares and a turnover of 514 million yuan [1] - Other notable performers included Sanfengsi (001317) with a 2.95% increase, and Jinjiang Online (600650) with a 2.60% increase [1] - Conversely, Deep Highway (600548) saw a decline of 0.93%, and Fulin Transportation (002357) decreased by 0.72% [2] Capital Flow - The railway and highway sector experienced a net outflow of 134 million yuan from institutional investors, while retail investors saw a net inflow of 1.27 billion yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors remained active [2] Individual Stock Capital Flow - Jinjiang Online (600650) had a net outflow of 26.26 million yuan from institutional investors, while retail investors contributed a net inflow of 24.29 million yuan [3] - Haiqi Group (603069) saw a net inflow of 21.89 million yuan from institutional investors, indicating strong interest [3] - Conversely, Ninghu Highway (600377) had a significant net outflow of 21.70 million yuan from institutional investors, suggesting caution among larger players [3]

Market Overview - On August 25, the A-share market experienced a significant upward trend, with the Shanghai Composite Index approaching 3900 points and the ChiNext Index leading in gains [1] - The total trading volume of the two markets reached 3.14 trillion yuan, an increase of 594.4 billion yuan compared to the previous trading day [1] ETF Performance - The Dividend Low Volatility ETF (512890) rose by 0.83% on the same day, closing at 1.219 yuan, with a turnover rate of 2.59% and a trading volume of 546 million yuan, making it the top performer among similar ETFs [2][3] - As of August 22, 2025, the asset size of the ETF was 20.992 billion yuan, with a daily average trading volume of 483 million yuan over the past 20 trading days, indicating sustained market interest [2] Fund Flow Analysis - Recent fund flows indicate short-term outflows and medium to long-term inflows, with a net outflow of 57 million yuan over the past five trading days and 117 million yuan over the past ten days; however, there was a net inflow of 3.298 billion yuan over the past 60 days [2] - The ETF's cumulative return since its establishment in December 2018 has reached 141.74%, significantly outperforming its benchmark and ranking 33rd among 502 similar products [5] Holdings and Sector Focus - The ETF's top holdings are primarily in the banking sector, including Chengdu Bank, Industrial Bank, Sichuan Road and Bridge, and Daqin Railway, which all saw price increases on August 25, aligning with their high dividend and low valuation characteristics [4] - The frequency of insurance capital stake acquisitions has significantly increased in 2025, with nearly 30 instances by August 19, focusing on high-dividend, low-volatility sectors such as banking and utilities, which enhances market attention and capital inflow expectations for the ETF's holdings [4]

Core Insights - The Daqin Railway has achieved a cumulative freight volume of over 9 billion tons, marking its significance as China's first heavy-haul railway and the largest single railway in terms of freight volume [1][3]. Group 1: Historical Context and Development - The Daqin Railway, spanning 653 kilometers, was opened in 1992 with an initial annual freight volume of only 42.6 million tons, which has now stabilized at around 400 million tons per year, with a capacity of 450 million tons annually [3]. - The railway plays a crucial role in transporting coal from the resource-rich regions in the west to the energy-hungry coastal areas, thus alleviating energy bottlenecks and supporting economic growth [2][3]. Group 2: Operational Efficiency and Innovations - The Daqin Railway has developed a comprehensive heavy-haul transportation system characterized by "production-transportation-demand" alignment, "collection and distribution" coordination, and "speed, density, and weight" integration, which has been successfully applied to other railways [4][5]. - Technological advancements have enhanced operational efficiency, including dynamic monitoring of vehicle status and the implementation of intelligent scheduling systems that reduce human error [5]. Group 3: Environmental Impact - The Daqin Railway's operations have resulted in significant environmental benefits, including the conservation of approximately 99 million tons of standard coal and a reduction of 240 million tons of carbon dioxide emissions, highlighting its contribution to energy security and environmental protection [5].

Core Perspective - The city of Datong is undergoing a transformation from a coal-centric economy to a data and computing power-driven economy, aiming to become a "computing power city" by leveraging its resources and infrastructure [1][2]. Group 1: Transition from Coal to Computing Power - Datong, once known as a coal city, is now focusing on sustainable development by shifting its economic model from "coal and electricity" to "computing power and services" [2][7]. - The transformation began seven years ago, with the establishment of the first large-scale computing power project in 2018, driven by favorable local conditions such as climate and energy supply [2][3]. Group 2: Investment and Infrastructure Development - Datong has attracted significant investments in computing power infrastructure, with over 282 billion yuan invested in various projects, including data centers and computing power bases [3][5]. - The city has established a robust computing power ecosystem, with a total of 32.6 million standard racks and 736,000 operational servers, achieving a computing power scale of nearly 25,000 P and an IT capacity exceeding 810 MW [3][5]. Group 3: Economic Impact and Future Goals - The computing power industry is projected to generate 46.7 billion yuan in revenue by 2024, with a target of exceeding 100 billion yuan by 2027 [5]. - The integration of computing power into various sectors, including traditional industries like coal mining, is expected to enhance efficiency and promote high-quality economic growth [6][7]. Group 4: Ecosystem Development - Datong is focusing on building a complete computing power industry chain, including local production of servers and related equipment, to strengthen its industrial base [4][5]. - The city aims to leverage its geographical advantages to serve as a hub for computing power demand from the Beijing-Tianjin-Hebei region, enhancing its role in the national computing power landscape [3][4]. Group 5: Cultural and Historical Integration - The digitalization of cultural heritage, such as the Yungang Grottoes, is being supported by the computing power infrastructure, providing data for archaeological research and preservation [6][7]. - The integration of computing power into cultural tourism is seen as a key area for growth, showcasing the multifaceted benefits of this transformation [6][7].

Investment Rating - The report maintains a "Positive" outlook on the shipping sector, particularly highlighting the potential for VLCC (Very Large Crude Carrier) rates to strengthen in the upcoming months [4]. Core Insights - The report indicates that tanker rates have exceeded expectations during the off-season, with VLCC rates expected to perform strongly from September to December due to reduced exports from Iran and increased production in the Middle East [4]. - The report recommends specific companies such as China Merchants Energy Shipping and highlights the potential for consolidation in the Chinese shipping industry [4]. - The report emphasizes the resilience of freight volumes in rail and highway transport, suggesting steady growth in these sectors [4]. Summary by Sections Shipping Sector - VLCC rates increased by 32% this week, reaching $45,800 per day, driven by limited supply and increased demand from the Atlantic market [4]. - The report notes that the average export volume from Iran has decreased to 1.3-1.5 million barrels per day, down from 1.7-1.9 million barrels per day in July [4]. - The Suez crude oil tanker rates rose by 15% to $59,563 per day, supported by strong demand from the West African market [4]. Dry Bulk Shipping - The Baltic Dry Index (BDI) fell by 4.9% to 1,944 points, primarily due to a decline in large vessel rates, while smaller vessels showed stronger performance [5]. - The report remains optimistic about the Capesize bulk carrier market in the second half of the year, citing expected increases in shipments from major miners [4]. Air Transport - The report suggests that the "anti-involution" policy from the Civil Aviation Administration is likely to optimize competition in the airline industry, benefiting airline profitability in the long term [4]. - Recommended airlines include China Eastern Airlines, Spring Airlines, and China Southern Airlines, with a focus on the potential for improved earnings due to supply constraints and demand recovery [4]. Express Delivery - The report anticipates a price increase in the express delivery sector driven by the "anti-involution" policy, with expectations for sustained profitability in the e-commerce delivery segment [4]. - Companies such as Shentong Express and YTO Express are highlighted as having strong potential for recovery and valuation improvement [4]. Rail and Highway Transport - Data from the Ministry of Transport indicates that rail freight volume increased by 1.22% week-on-week, while highway freight traffic rose by 3.06% [4]. - The report identifies two main investment themes in the highway sector: high dividend yield stocks and potential value recovery in undervalued stocks [4].

Core Insights - The Daqin Railway has achieved a cumulative freight volume of over 9 billion tons, marking a significant milestone in its 30-plus years of operation, serving as a crucial artery for coal transportation from the west to the east of China [1][4][10] - It is the first heavy-haul railway built in China, stretching 653 kilometers, and is the largest single railway in terms of freight volume, responsible for transporting coal for over 300 major power plants and more than 6,000 enterprises [2][4] - The railway has developed an independent heavy-haul transportation system, successfully operating 10,000 and 20,000-ton heavy-haul trains regularly, and has tested a 30,000-ton train, positioning China among the few countries with such technology [5][7] Group 1 - The Daqin Railway plays a vital role in China's energy supply, handling 1/5 of the total coal transportation by rail in the country, primarily from Shanxi, Shaanxi, and Inner Mongolia [4][10] - The railway's operations have significantly contributed to energy efficiency, with estimates suggesting that every additional 100 million tons of freight transported by rail saves approximately 1.1 million tons of standard coal and reduces carbon dioxide emissions by 2.706 million tons [10] - The annual freight volume has stabilized around 400 million tons, with a capacity for 450 million tons, providing strong support for national energy security and socio-economic development [12] Group 2 - The Daqin Railway has set multiple world records for the highest density of heavy-haul train operations, maximum transport capacity, and optimal transport efficiency, showcasing China's leadership in heavy-haul railway technology [10] - The railway's cumulative coal transportation is estimated to meet the electricity needs of over 2 billion people for ten years, highlighting its significance in supporting the country's energy demands [10]

Core Insights - Daqin Railway has achieved a cumulative freight volume of over 9 billion tons, marking a significant milestone in its operational history [1][4] - The railway plays a crucial role in transporting coal from the resource-rich regions in Shanxi to the coastal areas, thus supporting China's energy needs and economic development [2][3] Group 1: Operational Performance - Daqin Railway, which spans 653 kilometers, has increased its annual freight volume from 42.6 million tons at its inception in 1992 to a stable 400 million tons currently, with a capacity of 450 million tons per year [3] - The railway's operations include heavy-load trains that can transport over 12 tons of coal per second, significantly enhancing the efficiency of coal transportation [2] Group 2: Technological Advancements - The railway has developed a proprietary heavy-load transportation system characterized by "production-transportation-demand" alignment and "rapid, dense, and heavy" operations, which has been successfully applied to other railways [4][5] - Technological innovations such as dynamic monitoring systems and autonomous driving technologies have improved operational safety and efficiency, reducing human error in train dispatching [5] Group 3: Environmental Impact - Daqin Railway's operations have resulted in significant energy savings, estimated at 99 million tons of standard coal, and a reduction of 240 million tons of carbon dioxide emissions, highlighting its contribution to environmental sustainability [5]