本所律师根据对事实的了解和对法律的理解,在对所有 相关文件、资料和信息进行核查判断的基础上,依法对本次 股东会有关事项发表法律意见。本所律师同意公司将本法律 意见书作为本次股东会的必备文件公告。本所律师保证本法 律意见书不存在虚假、严重误导性陈述及重大遗漏,并恩意 为此承担相应的法律责任。 北京市科瀚律师事务所 关于京沪高速铁路股份有限公司 2025 年第三次临时股东大会的法律意见书 京沪高速铁路股份有限公司: 京沪高速铁路股份有限公司(以下简称"公司")2025 年第三次临时股东大会(以下简称"本次股东会")于 2025 年 9 月 15 日召开。北京市科瀚律师事务所接受京沪高速铁路 股份有限公司委托,指派律师陈海林、王学东(以下简称 "本所律师"）出席本次股东会,就会议的召集和召开程序、 召集人和出席会议人员资格、会议议案、会议的表决程序以 及表决结果发表法律意见。 本法律意见书根据《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》"）、《上市公司股东大会规则(2022 修订)》 (以下简称"《股东大会规则》"）等有关法律、法规和规 范性文件以及《京沪高 ...

Core Viewpoint - The Beijing-Shanghai High-Speed Railway (京沪高铁) is not only a transportation line but also a significant economic corridor that enhances the flow of talent, resources, and information between major economic regions in China, showcasing a unique business model and strong profitability that surpasses traditional infrastructure and public utilities [1][2]. Group 1: Economic Impact and Consumer Demand - The Beijing-Shanghai High-Speed Railway connects seven provinces and municipalities, accounting for over 30% of China's GDP, creating a stable customer base due to high business, tourism, and commuting traffic [2][3]. - In 2024, the total number of passengers transported by China's high-speed rail is expected to exceed 3.2 billion, representing over 75% of total railway passenger volume, with the Beijing-Shanghai line being a leader in this sector [2][3]. Group 2: Business Model and Revenue Generation - The company has implemented a dynamic pricing strategy for tickets, which has improved operational efficiency and aligns pricing more closely with consumer goods market logic, resulting in second-class ticket prices being over 20% lower than average economy class airfares [2][3]. - The company has a high gross margin of over 45% and a net margin of around 25%, indicating a profitability level comparable to high-quality consumer enterprises [5][6]. Group 3: Cash Flow and Shareholder Returns - The company's operating cash flow rebounded from 6.8 billion yuan in 2022 to 21.08 billion yuan in 2023, with expectations to maintain over 20 billion yuan in 2024, demonstrating strong cash flow generation capabilities [3][5]. - The dividend payout has been increasing, with total dividends reaching 5.479 billion yuan in 2023 and projected to be 5.783 billion yuan in 2024, reflecting a commitment to shareholder returns [5][6]. Group 4: Future Growth Potential - The company is expected to benefit from the further marketization of ticket pricing, with potential price increases of up to 30% during peak seasons, which could enhance profitability [7][9]. - The ongoing development of the high-speed rail network and national strategies like the Yangtze River Delta integration will continue to drive demand and enhance the company's core position in the rail network [7][8]. - New technologies, such as the next-generation high-speed trains, will improve operational efficiency and passenger experience, supporting future growth [7][8].

Core Insights - The Beijing-Shanghai High-Speed Railway (HSR) is a significant infrastructure project that connects major economic regions, facilitating the flow of talent, resources, and information, thus promoting economic exchange and cooperation [1] - The railway has a strong passenger base and rigid demand, with the GDP of the seven provinces and cities it connects accounting for over 30% of the national total, making it a vital consumer market [2] - The implementation of market-oriented pricing strategies has enhanced operational efficiency and competitiveness, with ticket prices for second-class seats being over 20% lower than average economy class airfares [2] Group 1: Business Model and Revenue Generation - The Beijing-Shanghai HSR operates with a high gross margin of over 45% and a net margin of around 25%, indicating a profitability level comparable to high-quality consumer enterprises [4] - The railway's revenue model is based on high-density business passenger flow and cross-line train usage fees, utilizing a dynamic pricing strategy to enhance revenue elasticity [4] - Non-ticket revenue potential is significant, with the exploration of models like "high-speed rail + tourism" and "high-speed rail + commerce" contributing to value enhancement [3] Group 2: Financial Performance and Valuation - The operating cash flow rebounded from 6.8 billion yuan in 2022 to 21.08 billion yuan in 2023, with expectations to maintain above 20 billion yuan in 2024 [3] - The market currently undervalues the Beijing-Shanghai HSR, as its price-to-book (PB) ratio is significantly lower than historical averages, failing to reflect its profitability and growth potential [5] - The company has a consistent dividend payout, with total dividends reaching 5.479 billion yuan in 2023 and projected at 5.783 billion yuan in 2024, indicating a strong commitment to shareholder returns [4] Group 3: Future Growth Potential - The railway's pricing strategy has been enhanced since 2020, allowing for price increases of up to 30% during peak seasons, which has contributed to a gross margin increase to 46.92% [6] - The ongoing development of the high-speed rail network and national strategies like the Yangtze River Delta integration will continue to drive demand and enhance the railway's core position [6] - New technologies, such as the next-generation high-speed trains, will improve operational efficiency and passenger experience, supporting further growth [6] Group 4: Emerging Opportunities - The railway is exploring new growth areas such as express logistics and cultural tourism, responding to the increasing demand for high-quality travel services [7] - The combination of strong cash flow and a robust profit model positions the Beijing-Shanghai HSR to achieve a "consumer-grade" valuation in the capital markets [8] - The railway's status as a core component of China's high-speed rail network suggests significant growth potential, making it an attractive long-term investment for those focused on consumer upgrades and infrastructure development trends [8]

Core Viewpoint - The article highlights the phenomenon of "style drift" in public funds, particularly focusing on the 泰信互联网+主题混合 fund, which has deviated significantly from its stated investment theme despite regulatory scrutiny [1][12]. Group 1: Fund Performance and Holdings - The 泰信互联网+主题混合 fund's top ten holdings include stocks from various sectors such as liquor, railways, banking, biomedicine, and agriculture, which are not closely related to the "Internet+" theme [1][2]. - As of June 30, 2025, the fund's top ten holdings accounted for 57.50% of the stock market value and 45.16% of the fund's net value, indicating a high concentration but a lack of focus on internet or technology growth stocks [2]. - Year-to-date (YTD) return for 2025 is 4.97%, significantly underperforming the沪深300 index (12.74%) and the average of flexible allocation funds (19.82%) [3]. Group 2: Long-term Performance - Over the past year, two years, and three years, the fund's returns have consistently lagged behind the average of similar funds and mainstream indices, with a total return of 58.50% and an annualized return of 5.10% since its inception in 2016 [5]. - The current fund manager, 陈颖, has seen a return drop of 4.35% within less than two months of tenure, while previous managers have generally delivered negative returns, raising concerns about the stability and effectiveness of the investment team [6]. Group 3: Fund Structure and Management - The fund, established on June 8, 2016, has a current size of only 0.43 billion, categorizing it as a typical mini-fund, with 100% of its investors being individual investors and no institutional investors [8]. - The fund manager's commentary in the second quarter report focused on macroeconomic analysis and broad value investment frameworks, lacking specific insights into the "Internet+" investment opportunities, indicating a disconnect between the fund's stated investment strategy and actual management practices [10].

Group 1 - The core viewpoint of the article highlights the performance and trends in China's high-speed train industry, particularly focusing on the production statistics and future market outlook [1] - According to the National Bureau of Statistics, the production of high-speed trains in China for July 2025 was 16 units, representing a year-on-year decrease of 5.9% [1] - Cumulatively, from January to July 2025, the total production of high-speed trains reached 1,074 units, showing a significant year-on-year growth of 40.4% [1] Group 2 - The article references a report by Zhiyan Consulting titled "2025-2031 China High-Speed Train Industry Market Panorama Research and Development Prospects," indicating a comprehensive analysis of the industry's future [1] - A list of relevant companies in the high-speed train sector is provided, including China CRRC, China Railway Signal & Communication, and others, which are key players in the market [1] - Zhiyan Consulting is described as a leading industry consulting firm in China, specializing in in-depth industry research and providing tailored consulting services to support investment decisions [1]

Group 1: High-Speed Rail Network Development - The Shenyang to Changbai Mountain high-speed rail began trial operations on September 4, 2023, as part of China's "eight vertical and eight horizontal" high-speed rail network [1] - The completion of the Shenyang to Changbai Mountain high-speed rail is expected to reduce travel times significantly, with the shortest travel time from Beijing Chaoyang Station to Changbai Mountain Station being 4 hours and 33 minutes, and from Shenyang North Station to Changbai Mountain Station being 1 hour and 53 minutes [1] - By the end of 2024, China's high-speed rail operating mileage is projected to reach 48,000 kilometers, with total railway operating mileage increasing to 162,000 kilometers [1] Group 2: Industry Growth and International Expansion - China's high-speed rail technology has reached a world-leading level, with significant advancements in intelligent high-speed rail technology and a growing number of technological innovations [2] - High-speed rail companies are actively expanding into international markets, with an increase in overseas projects and market opportunities [2] - The high-speed rail industry chain is extensive, encompassing upstream components like tracks and materials, midstream systems and vehicles, and downstream services including passenger transport and tourism [2] Group 3: Company Performance - China Railway Rolling Stock Corporation (CRRC) reported a revenue of 119.758 billion yuan for the first half of the year, a year-on-year increase of 32.99%, and a net profit of 7.246 billion yuan, up 72.48% [3] - CRRC showcased 22 innovative products at the 12th World High-Speed Rail Conference, emphasizing its commitment to innovation and international expansion [3] - Guangzhou-Shenzhen Railway Co., Ltd. reported a revenue of 13.969 billion yuan for the first half of the year, an 8.08% increase, and a net profit of 1.109 billion yuan, up 21.55% [3] - The company has seen significant growth in passenger revenue due to the introduction of new direct trains and cross-line services [3] Group 4: Operational Efficiency and Market Impact - In the first half of 2025, the Beijing-Shanghai high-speed rail transported 24.996 million passengers, a 1.2% increase from the previous year [4] - The operational efficiency of the high-speed rail network is expected to improve with the completion of the "eight vertical and eight horizontal" network, benefiting industry chain companies [4]

Group 1: Company Performance - In the first half of 2025, the company reported operating revenue of 21.013 billion yuan, a year-on-year increase of 0.72% [1] - The net profit attributable to shareholders was 6.316 billion yuan, a slight decrease of 0.64% compared to the previous year [1] - The company achieved its best historical performance for revenue in the same period, while net profit saw a minor decline [1] Group 2: Cost and Operational Challenges - The company experienced a significant increase in electricity costs and rising fixed costs due to network expansion and maintenance [1] - The implementation of smart upgrades, particularly the application of Beidou technology, has further increased expenditure [1] - Passenger transport volume reached 24.996 million, a 1.2% increase year-on-year, while cross-line train mileage completed was 48.556 million kilometers, up 0.1% [1] Group 3: Market Strategy and Future Plans - The company is enhancing market-oriented pricing mechanisms, with a seven-tier pricing scheme during peak travel periods [2] - Plans for 2025 include optimizing transportation product supply and improving market-based pricing strategies [2] - The company aims to implement smart upgrades and enhance passenger service quality with new offerings such as pet transport services and family lounges [2] Group 4: Industry Context - In the first half of 2025, the national railway passenger volume reached 2.24 billion, a year-on-year increase of 6.7%, marking a historical high [3] - The Beijing-Shanghai High-Speed Railway, which connects major economic regions, spans 1,318 kilometers and has been operational since June 30, 2011 [3] - The company is the investment, construction, and operation entity of the Beijing-Shanghai High-Speed Railway and was listed on the A-share market in January 2020 [3]

（文章来源：证券日报） 证券日报网讯 9月5日晚间，京沪高铁发布公告称，公司董事会近日收到公司总工程师侯日根先生提交 的辞任申请，侯日根先生因达到法定退休年龄申请辞去公司总工程师职务。 ...

证券代码：601816 证券简称：京沪高铁 公告编号：2025-044 本公司董事会及全体董事保证公告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。 京沪高速铁路股份有限公司（以下简称公司）董事会近 日收到公司总工程师侯日根先生提交的辞任申请，侯日根先 生因达到法定退休年龄申请辞去公司总工程师职务。辞职后， 侯日根先生将不再担任公司及参控股公司的任何职务。 京沪高速铁路股份有限公司董事会 京沪高速铁路股份有限公司 关于总工程师退休离职的公告 2025 年 9 月 6 日 根据《公司法》和《公司章程》有关规定，侯日根先生 的辞任申请自送达公司董事会之日起生效，侯日根先生的辞 任不会对公司正常经营产生影响。截至公告披露日，侯日根 先生不持有公司股份。 侯日根先生担任公司总工程师期间恪尽职守，勤勉尽责， 公司董事会对侯日根先生在任职期间为公司作出的贡献表 示衷心的感谢！ 特此公告。 ...

Group 1 - The core viewpoint of the article highlights the target price increases for several listed companies, with Newray, Bull Group, and BYD leading the rankings with target price increases of 61.15%, 55.81%, and 54.81% respectively [1][2] - Newray shares are rated as "Strong Buy" by Huachuang Securities with a target price of 27.75 yuan, indicating a significant potential upside [2] - Bull Group is rated "Buy" by CITIC Securities with a target price of 72.00 yuan, reflecting strong market confidence [2] - BYD, also rated "Buy" by Dongwu Securities, has a target price of 161.00 yuan, showcasing its robust position in the passenger vehicle industry [2] Group 2 - On September 4, a total of 84 listed companies received recommendations from securities firms, with Jixiang Airlines, Newray, and BYD each receiving two recommendations [3][4] - The companies with the highest number of recommendations include Jixiang Airlines (2), Newray (2), and BYD (2), indicating strong interest from analysts [3][4] Group 3 - Six companies received their first coverage on September 4, including Beijing-Shanghai High-speed Railway rated "Recommended" by Minsheng Securities, and Dongfang Tower rated "Buy" by Northeast Securities [5] - Other companies receiving first coverage include Changjiang Securities, Zhongnan Media, and Source Pet, all rated positively by various securities firms [5]