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吉林高速: 吉林高速公路股份有限公司董事会战略委员会工作细则
Zheng Quan Zhi Xing· 2025-08-27 13:17
General Overview - The company establishes a Board Strategic Committee to enhance core competitiveness and improve decision-making processes for major investments [1][2] - The committee is responsible for researching and proposing suggestions on the company's long-term development strategy and significant investment decisions [1][2] Composition of the Committee - The Strategic Committee consists of five members, all of whom are current directors, including at least one independent director [2] - The chairman of the committee is the chairman of the board, who is responsible for leading the committee's work [2] Responsibilities and Authority - The committee's main responsibilities include researching and proposing suggestions on long-term strategic planning, major investment financing plans, fixed asset investments, and other significant matters affecting the company's development [4] - The committee is accountable to the board of directors, and its proposals must be submitted for board review [4] Working Procedures - The General Manager is responsible for preparing the necessary materials for the committee's decision-making process [5] - The committee must notify all members three days prior to meetings, and decisions require the presence of at least two-thirds of the members [5][6] Meeting Protocols - Meetings are recorded, and attendees must sign the meeting records, which are to be preserved for no less than ten years [6] - If the board does not fully adopt the committee's suggestions, the reasons must be documented and disclosed [7] Additional Provisions - The work rules of the committee are subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will be resolved accordingly [8] - The committee's work rules are effective immediately upon approval by the board [8]
吉林高速: 吉林高速公路股份有限公司总经理工作细则
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Points - The document outlines the operational guidelines for the General Manager of Jilin Expressway Co., Ltd, emphasizing the responsibilities, qualifications, and decision-making processes of the management team [1][2][3] General Provisions - The company operates under the modern enterprise system and relevant laws, with the General Manager appointed by the Board of Directors [1] - The purpose of the guidelines is to clarify the responsibilities and authority of the General Manager and to enhance management efficiency and decision-making [1] Qualifications - The General Manager and other senior management must possess integrity, diligence, and strong responsibility, along with relevant educational and professional experience [2] - Specific disqualifications for the General Manager include criminal convictions, bankruptcy involvement, and significant personal debt [2][3] Authority and Responsibilities - The General Manager has the authority to manage daily operations, implement board decisions, and propose strategic plans [3][5] - Responsibilities include enhancing operational efficiency, financial management, human resources, and external relations [7][8] Decision-Making Process - The General Manager's office convenes meetings to discuss major operational issues and make collective decisions [23][24] - The General Manager is responsible for reporting significant matters to the Board of Directors, ensuring transparency and accountability [30][31] Performance Evaluation and Appointment - The General Manager is nominated by the Chairman and serves a term of three years, with the possibility of reappointment [17][18] - The Board has the authority to dismiss the General Manager for incompetence or misconduct, and performance evaluations are conducted annually [19][41]
吉林高速: 吉林高速公路股份有限公司董事长工作细则
Zheng Quan Zhi Xing· 2025-08-27 13:17
General Provisions - The purpose of the guidelines is to improve corporate governance, enhance the decision-making function of the board, and ensure effective execution of decisions made by the shareholders and board of directors [1] - The board of directors consists of 7 members, including 1 chairman and 2 vice-chairmen, elected by a majority of the board [1] - The chairman serves as the legal representative of the company [1] Responsibilities and Authority of the Chairman - The chairman has the authority to preside over shareholder meetings and board meetings, supervise the execution of board resolutions, and sign important company documents [2] - In emergencies, the chairman can exercise special disposal rights in accordance with legal provisions and company interests, reporting to the board and shareholders afterward [2] - The chairman is responsible for managing investor relations and is the primary person accountable for information disclosure [3] Chairman's Office Meetings - The chairman's office meeting is a mechanism to ensure the reasonable exercise of the chairman's powers, focusing on the implementation of board resolutions and significant management decisions [4] - The meetings are attended by the chairman, general manager, vice general managers, and the board secretary, with external directors attending as needed [4] - Decisions made in these meetings require a collective discussion and must be documented in written form, with records maintained by the office [5][6] Special Work Funds - The board may establish special work funds for necessary expenses, which must be approved by the chairman and included in the annual financial budget [6] - The funds are primarily used for meeting expenses and other related costs [6] Implementation and Revision - The guidelines are subject to interpretation and revision by the board and take effect upon approval [6]
吉林高速: 吉林高速公路股份有限公司董事会提名委员会工作细则
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Points - The company has established a Nomination Committee to optimize the board composition and standardize the selection of senior management [1][2] - The Nomination Committee is responsible for proposing candidates for directors and senior management, as well as reviewing their qualifications [1][2] - The committee consists of five members, with a majority being independent directors [2][3] Group 1: General Provisions - The Nomination Committee aims to enhance corporate governance by following relevant laws and regulations [1] - The committee is a specialized body of the board, tasked with drafting selection criteria and procedures for directors and senior management [1] Group 2: Composition of the Committee - The committee is composed of five members, all of whom are current directors, with independent directors making up more than half [2] - The chairperson of the committee is an independent director, elected by the committee members [2] Group 3: Responsibilities and Authority - The main responsibilities include proposing the scale and composition of the board and senior management [2][3] - The committee is accountable to the board and must submit proposals based on legal and regulatory requirements [2][3] Group 4: Working Procedures - The committee must communicate with relevant departments to assess the need for new directors and managers [3] - A formal meeting must be held to review candidates, and recommendations must be submitted to the board at least one month prior to elections [3][4] Group 5: Meeting Regulations - Meetings require at least two-thirds of the members to be present and can be conducted in person or via communication methods [4] - Decisions must be made by a majority vote, and meeting records must be kept for at least ten years [4][5] Group 6: Confidentiality and Compliance - The committee members have a confidentiality obligation regarding company matters and must not disclose information without authorization [5] - Any unadopted recommendations by the board must be documented along with reasons for non-adoption [5]
吉林高速: 吉林高速公路股份有限公司董事会薪酬与考核委员会工作细则
Zheng Quan Zhi Xing· 2025-08-27 13:17
Core Viewpoint - The company has established a Compensation and Assessment Committee to enhance the management of compensation for directors and senior management, aiming to improve corporate governance [1]. Group 1: General Provisions - The Compensation and Assessment Committee is a specialized body set up by the board of directors, responsible for evaluating directors and managerial personnel and proposing recommendations [1]. - The committee is governed by relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1]. Group 2: Composition of the Committee - The committee consists of five members, with a majority being independent directors [2]. - Members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2]. - The committee's term aligns with that of the directors, and members can be re-elected [2]. Group 3: Responsibilities and Authority - The committee is responsible for formulating compensation policies, plans, and proposals for directors and senior management, including performance evaluation standards and reward systems [3]. - It submits proposals to the board for approval and must have shareholder approval for directors' compensation plans [3]. Group 4: Work Procedures - The committee must notify all members three days prior to meetings, with provisions for emergency meetings [5]. - A quorum of at least two-thirds of the members is required for meetings, which can be held in person or via communication methods [5]. - Decisions require a majority vote from the members present [5]. Group 5: Confidentiality and Reporting - The committee has a confidentiality obligation regarding company matters and must report the results of its meetings and proposals to the board in writing [6]. - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption [6]. Group 6: Supplementary Provisions - Any matters not covered by these rules will be executed according to national laws and regulations, and the rules will be revised if they conflict with legal requirements [7].
吉林高速: 吉林高速公路股份有限公司2025年半年度报告
Zheng Quan Zhi Xing· 2025-08-27 13:10
Core Viewpoint - Jilin Expressway Co., Ltd. reported a slight increase in revenue but a decline in net profit for the first half of 2025, indicating challenges in maintaining profitability amidst operational pressures and external factors [1][2]. Financial Performance - Revenue for the first half of 2025 was CNY 549.36 million, a 1.85% increase from CNY 539.39 million in the same period last year [2]. - Total profit decreased by 4.99% to CNY 323.76 million from CNY 340.76 million year-on-year [2]. - Net profit attributable to shareholders fell by 6.54% to CNY 228.16 million compared to CNY 244.13 million in the previous year [2]. - Basic earnings per share decreased by 7.69% to CNY 0.12 from CNY 0.13 [2]. Operational Overview - The company operates as the sole state-owned listed company in Jilin Province engaged in the investment, construction, operation, and management of expressways, with a total managed toll road length of 151.7 kilometers [3]. - The company faced a decline in toll revenue due to construction on the Jilin-Harbin Highway, prompting initiatives to enhance traffic flow and revenue [3][4]. - The company emphasized safety and efficiency in operations, achieving a customer satisfaction rate of 100% in service quality [3]. Management and Strategy - The company is focused on enhancing its operational management and service quality, with a commitment to safety and environmental standards [4]. - A comprehensive review of over 180 internal regulations was conducted to improve management practices and operational efficiency [4]. - The company is exploring new revenue streams and improving ETC (Electronic Toll Collection) usage to mitigate the impact of reduced toll revenues [3][4]. Assets and Liabilities - Total assets increased by 2.70% to CNY 6.45 billion from CNY 6.28 billion at the end of the previous year [2]. - Net assets attributable to shareholders rose by 1.22% to CNY 5.45 billion compared to CNY 5.39 billion at the end of last year [2]. - The company reported a significant decrease in accounts payable by 42.75% due to increased payments to suppliers [6]. Competitive Position - The company’s core business is the toll collection and management of expressways, which are critical for regional economic development and logistics efficiency [5]. - The Longping Expressway is a key route in Northeast China, enhancing connectivity between provinces and supporting the company's strategic importance in the region [5].
吉林高速: 吉林高速公路股份有限公司第四届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-08-27 13:09
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。 一、董事会会议召开情况 吉林高速公路股份有限公司于 2025 年 8 月 26 日以通讯方式召开第四届董事 会第六次会议。本次会议应参会董事 6 人,实际参会董事 6 人。会议的召集和召 开符合《公司法》及相关法律法规和《公司章程》的有关规定。 二、董事会会议审议情况 证券代码:601518 证券简称:吉林高速 公告编号:临 2025-019 吉林高速公路股份有限公司 第四届董事会第六次会议决议公告 易所网站(http://www.sse.com.cn)的公告(临 2025-022)。 特此公告。 吉林高速公路股份有限公司董事会 经与会董事审议、投票表决,审议通过以下议案并形成决议: (一)吉林高速公路股份有限公司 2025 年半年度报告及摘要 此项议案已经公司第四届董事会审计委员会第十六次会议审议通过,并对公 司 2025 年半年度报告及摘要进行了事前审核认可,同意将此项议案提交公司董 事会审议。 表决结果:同意 6 票 反对 0 票 弃权 0 票 具体内容详见公司同日披露于《 ...
吉林高速: 吉林高速公路股份有限公司第四届董事会2025年第四次临时会议决议公告
Zheng Quan Zhi Xing· 2025-08-27 13:09
证券代码:601518 证券简称:吉林高速 公告编号:临 2025-024 吉林高速公路股份有限公司 由于工作调整的原因,蒋涛先生已向公司董事会递交《辞职报告》,辞去公 司第四届董事会董事、董事长的职务以及董事会各相关委员会的职务。经公司 担任公司第四届董事会董事。(详见公司公告:临2025-023、临2025-025) 选举于江涛先生为公司第四届董事会董事长,任期自本次会议审议通过之日 起至第四届董事会任期届满时止。 表决结果:同意6票 反对0票 弃权0票 (二)关于公司第四届董事会专门委员会增补委员的议案 第四届董事会 2025 年第四次临时会议决议公告 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。 一、董事会会议召开情况 吉林高速公路股份有限公司(以下简称公司)于2025年8月27日16时在公司 四楼会议室召开第四届董事会2025年第四次临时会议,本次会议应参会董事6人, 实际参会董事6人。公司监事及其他高级管理人员列席了本次会议。 本次会议的召集和召开符合《公司法》及相关法律法规和《公司章程》的有 关规定。 经与会董 ...
吉林高速: 吉林高速公路股份有限公司第四届监事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-08-27 13:09
证券代码:601518 证券简称:吉林高速 公告编号:临 2025-020 经与会监事投票表决,审议通过以下议案并形成决议: (一)吉林高速公路股份有限公司 2025 年半年度报告及摘要 根据《证券法》和《公开发行证券的公司信息披露内容与格式准则第 3 号— —半年度报告的内容与格式(2025 年修订)》的有关要求,监事会对公司 2025 年半年度报告全文及摘要发表如下审核意见: 法规及《公司章程》的各项规定; 吉林高速公路股份有限公司 第四届监事会第六次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 吉林高速公路股份有限公司于 2025 年 8 月 26 日以通讯方式召开第四届监事 会第六次会议,应参会监事 3 人,实际参会监事 3 人。本次会议的召集和召开符 合《公司法》及相关法律法规和《公司章程》的有关规定。 二、监事会会议审议情况 表决结果:同意 3 票 反对 0 票 弃权 0 票 此项议案尚需提交公司 2025 年第二次临时股东大会审议。 特此公告。 吉林高速公路股份有限公司监事 ...
吉林高速: 吉林高速公路股份有限公司2025年第一次临时股东大会决议公告
Zheng Quan Zhi Xing· 2025-08-27 13:09
吉林高速公路股份有限公司董事会 ? 报备文件 ? 上网公告文件 吉林高速公路股份有限公司 2025 年第一次临时股东大会决议 吉林开晟律师事务所关于吉林高速公路股份有限公司 2025 年第一次临时股东大 | 证券代码:601518 证券简称:吉林高速 公告编号:临 2025-023 | | | | | --- | --- | --- | --- | | 吉林高速公路股份有限公司 | | | | | 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 | | | | | (一)股东大会召开的时间:2025 年 8 月 27 | 日 | | | | (二)股东大会召开的地点:长春市经开区浦东路 4488 号公司四楼会议室 | | | | | (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况: | | | | | 份总数的比例(%) | | 68.7348 | | | ...