海南海汽运输集团股份有限公司 2025 年第三次临时股东会会议资料 2025 年 9 月 1/14 海南海汽运输集团股份有限公司（股票代码：603069）2025 年第三次临时股东会会议资料 海南海汽运输集团股份有限公司 2025 年第三次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序 和议事效率，保证股东会的顺利进行，根据中国证监会发布 的《上市公司股东会规则》、《海南海汽运输集团股份有限 公司章程》（以下简称"《公司章程》"）和《海南海汽运 输集团股份有限公司股东大会议事规则》的规定，特制定本 须知。 一、董事会以维护股东的合法权益，确保股东会正常秩 序和议事效率为原则，认真履行《公司章程》中规定的职责， 做好召集、召开股东会的各项工作，请参会人员自觉维护会 议秩序。 二、股东参加股东会依法享有发言权、质询权、表决权 等权利，同时应认真履行其法定权利和义务，不得侵犯其他 股东的权益，不得扰乱股东会的正常秩序。 三、在股东会召开过程中，股东要求发言的应举手示意， 经股东会主持人同意，方可发言。股东发言时，应当首先作 自我介绍并说明其所持的股份类别及股份数量，发言应围绕 本次会议议案进行 ...

Core Viewpoint - Haikong Group (603069) reported disappointing financial results for the first half of 2025, with significant declines in revenue and net profit compared to the previous year [1] Financial Performance - Total revenue for the first half of 2025 was 363 million yuan, a decrease of 20.44% year-on-year [1] - Net profit attributable to shareholders was -27.78 million yuan, down 239.91% year-on-year [1] - In Q2 2025, total revenue was 178 million yuan, a decline of 15.85% year-on-year, with a net profit of -8.26 million yuan, a drop of 1021.47% [1] - Gross margin was 11.25%, down 18.83% year-on-year, while net margin was -7.69%, a decrease of 325.18% [1] - Total expenses (selling, administrative, and financial) amounted to 86.26 million yuan, accounting for 23.79% of revenue, an increase of 17.87% year-on-year [1] Cash Flow and Debt - Operating cash flow per share increased by 281.03% to 0.29 yuan, while net asset per share decreased by 7.77% to 2.63 yuan [1] - Short-term debt pressure increased, with a current ratio of 0.88 [1] - Cash and cash equivalents decreased by 16.21% to 314 million yuan [3] - Interest-bearing liabilities rose by 44.22% to 1.049 billion yuan [1] Changes in Financial Items - Significant changes in financial items included a 32.79% increase in cash flow from operating activities due to increased cash receipts [3] - A decrease of 85.71% in prepaid expenses was noted due to reduced vehicle purchase prepayments [3] - Inventory decreased by 83.66% as sold vehicles were recognized in cost of goods sold [3] - Short-term borrowings increased due to more domestic letters of credit for vehicle sales [3] Business Model and Investment Return - The company's business model relies heavily on capital expenditures, necessitating scrutiny of the profitability of these investments [7] - Historical return on invested capital (ROIC) has been average at 4.9%, with a worst year ROIC of -8.44% in 2020 [7] Financial Health Indicators - The company has a low liquidity ratio, with cash and cash equivalents to current liabilities at only 55.06% [8] - The interest-bearing debt ratio has reached 38.47%, indicating potential financial strain [8] - Financial expenses have become a significant burden, with financial costs exceeding 127.37% of the average operating cash flow over the past three years [8]

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]

Group 1 - The board of directors of Hainan Haikou Transportation Group Co., Ltd. held its 50th meeting of the 4th session on August 25, 2025, with all 8 directors participating in the voting [1][2] - The board approved the 2025 semi-annual report and summary with a unanimous vote of 8 in favor [2] - The board approved the appointment of Mr. Chen Jian as the deputy general manager with a unanimous vote of 8 in favor [2] - The board approved the revision of the internal audit management regulations with a unanimous vote of 8 in favor [2][3] - The board approved the reappointment of the auditing firm for the 2025 fiscal year, pending shareholder meeting approval, with a unanimous vote of 8 in favor [3] - The board approved the organizational structure and personnel adjustment plan with a unanimous vote of 8 in favor [3] - The board approved the convening of the 2025 third extraordinary general meeting with a unanimous vote of 8 in favor [3]

Group 1 - The company, Hainan Haikou Transportation Group Co., Ltd., is holding its third extraordinary general meeting of shareholders on September 12, 2025 [1][2] - The meeting will be conducted using a combination of on-site and online voting methods [1][2] - The online voting system will be available from 9:15 AM to 3:00 PM on the day of the meeting [1][3] Group 2 - The meeting will review several proposals that have already been approved by the company's board of directors [2] - Shareholders must register for the meeting by September 11, 2025, and can do so in person or via fax or mail [4] - The company has provided specific instructions for shareholders holding multiple accounts regarding their voting rights [3][4] Group 3 - The company has outlined the procedures for proxy voting, including the requirement for a power of attorney [6][7] - In case of any technical issues with the online voting system, the company will notify attendees on the day of the meeting [5]

Core Points - Haikong Group announced the appointment of Mr. Chen Jian as the Vice General Manager, effective from the date of the board's approval until December 31, 2026 [2] Summary by Category - **Company Announcement** - The fourth meeting of the fourth board of directors will be held on August 25, 2025, to review the appointment of Mr. Chen Jian [2] - The appointment was proposed by the General Manager, Mr. Ma Chao, and approved by the board's nomination committee prior to the meeting [2]

Core Points - Haikong Group (603069) announced that it will hold the third extraordinary general meeting of shareholders for 2025 on September 12, 2025 [1] - The meeting will review multiple proposals, including the proposal to reappoint the company's auditing institution for the fiscal year 2025 [1]

Group 1 - The company reported a total operating revenue of 363 million yuan for the first half of 2025, representing a year-on-year decline of 20.44% [1] - The net profit attributable to shareholders of the parent company was -27.78 million yuan, which is a loss increase of 19.60 million yuan compared to the same period last year [1] - The basic earnings per share were -0.09 yuan [1]

Group 1 - The company, Haikong Group, announced the appointment of Mr. Chen Jian as the Vice General Manager, effective from the date of the board's approval until December 31, 2026 [1] - The revenue composition for Haikong Group in 2024 is as follows: 58.78% from passenger transport, 24.12% from comprehensive automotive services, 10.91% from other businesses, and 6.2% from passenger station operations [1] - As of the report, Haikong Group has a market capitalization of 6.6 billion yuan [1]

海南海汽运输集团股份有限公司 内部审计管理规定 第二条 本规定适用于公司及公司下属分公司、全资子公司， 以及实际控制的子公司（公司下属分公司、全资子公司、实际控 制的子公司，以下统称"单位"）的内部审计管理工作。 第三条 本规定所称"内部审计"，是指公司内部审计部门 依据国家有关法律法规、财务会计制度和公司有关规定，对公司 及所属单位财务收支、业务活动、经营绩效、内部控制和风险管 理的真实性、合规性、适当性和有效性进行独立、客观的监督、 评价和建议的行为。 本规定所称"审计人员"，是指在公司及单位从事审计工作 的人员以及从非审计部门抽调、借用短期从事审计工作的人员。 第四条 根据《中华人民共和国审计法》《审计署关于内部 审计工作的规定》等相关规定，审计部门在以审计监督形式对公 司各项活动的合理性、有效性进行审查或公司其他部门及所属单 位提请审计部门开展审计监督或者审计工作以外其他形式的监督 - 1 - 时，监督程序、范围及方式不得违背国家相关法律法规、行业监 管规定、公司内部管理规定及其他相关规定。 第五条 未经批准，任何机构和人员不得对外提供内部审计 实施过程中所获悉的公司（单位）商业秘密及其他有关信息。 ...