浙江镇洋发展股份有限公司 股票代码：603213 浙江镇洋发展股份有限公司 2025 年第二次临时股东会 会议材料 二零二五年九月十五日 1 / 7 | 一、2025 | 年第二次临时股东会会议须知 3 | | --- | --- | | 二、2025 | 年第二次临时股东会会议议程 4 | | 三、2025 | 年第二次临时股东会会议议案 6 | 浙江镇洋发展股份有限公司 股票代码：603213 2025 年第二次临时股东会会议须知 为维护广大投资者的合法权益，保障股东在本次股东会期间依法行使权利， 根据《公司法》、中国证监会《上市公司股东会规则》和公司《股东会议事规则》 等有关规定，特制定本会议须知： 一、公司负责本次股东会的议程安排和会务工作，出席会议人员应当听从公 司工作人员安排，共同维护好会议秩序。 二、为保证股东会的正常秩序，除出席会议的股东或者股东代理人、董事、 监事、董事会秘书、其他高级管理人员、鉴证律师、本次会议议程有关人员及会 务工作人员以外，公司有权拒绝其他人员进入会场。对于影响股东会秩序和损害 其他股东合法权益的行为，公司将按规定加以制止。现场参会股东将按"先签到 先入场"的原则入场， ...

Market Overview - On September 4, the chemical raw materials sector declined by 0.79% compared to the previous trading day, with Zhenyang Development leading the decline [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Stock Performance - Notable gainers in the chemical raw materials sector included: - Xinghua Co., Ltd. (002109) with a closing price of 3.97, up 3.12% on a trading volume of 528,500 shares and a turnover of 212 million yuan [1] - Sanxiang New Materials (603663) closed at 28.01, up 3.02% with a trading volume of 302,300 shares and a turnover of 859 million yuan [1] - Shanshui Technology (301190) closed at 25.61, up 2.98% with a trading volume of 29,900 shares and a turnover of 75.97 million yuan [1] - Major decliners included: - Zhenyang Development (603213) closed at 13.61, down 8.23% with a trading volume of 205,700 shares and a turnover of 287 million yuan [2] - Zhenhua Co., Ltd. (603067) closed at 16.31, down 7.96% with a trading volume of 418,600 shares and a turnover of 703 million yuan [2] - Jinniu Chemical (600722) closed at 6.61, down 5.71% with a trading volume of 549,900 shares and a turnover of 36.9 million yuan [2] Capital Flow - The chemical raw materials sector experienced a net outflow of 538 million yuan from institutional investors, while retail investors saw a net inflow of 575 million yuan [2][3] - Notable capital flows included: - Sanxiang New Materials (603663) had a net inflow of 75.51 million yuan from institutional investors, while retail investors experienced a net outflow of 39.33 million yuan [3] - Baofeng Energy (600989) saw a net inflow of 14.11 million yuan from institutional investors, with retail investors experiencing a net outflow of 32.67 million yuan [3] - Xinghua Co., Ltd. (002109) had a net inflow of 9.27 million yuan from institutional investors, while retail investors saw a net outflow of 3.22 million yuan [3]

Core Viewpoint - Zhejiang Huhangyong plans to absorb and merge with Zhejiang Zhenyang Development through a share exchange, aiming for a listing on the A-share market, which is seen as a strategic move to leverage current supportive policies for mergers and acquisitions in the A-share market [1][2] Group 1: Merger and Acquisition Details - The share exchange ratio is set at 1:1.0800, with Zhejiang Huhangyong's A-share price at RMB 13.50 per share and Zhenyang's exchange price at RMB 14.58 per share [1] - Zhejiang Huhangyong commits to a cash dividend of no less than RMB 0.41 per share annually for the next three years post-merger, contingent on meeting relevant conditions [1][6] Group 2: Market Position and Growth Potential - The company is positioned to become a leader in the A-share highway sector, benefiting from its asset scale, road network, and profitability, with potential inclusion in the CSI 300 Index [2] - Zhejiang Huhangyong's core assets are strategically located in the economically vibrant Yangtze River Delta, ensuring high traffic and stable demand for its toll roads [3] Group 3: Financial Performance and Valuation - As of 2025, the company is projected to achieve revenues of RMB 8.685 billion, a 3.8% increase year-on-year, and a net profit of RMB 2.787 billion, up 4.0% year-on-year [4] - The company has a significant valuation gap compared to its A-share peers, with a TTM price-to-earnings ratio of 7.16, compared to an average of 12.46 for similar companies [5][4] Group 4: Dividend Policy and Shareholder Returns - Since its listing in 1997, Zhejiang Huhangyong has distributed a total of RMB 28.460 billion in dividends, which is 7.78 times its IPO fundraising amount [6] - The merger is viewed as a deep practice of value reconstruction for state-owned enterprises, aiming to provide a low-risk, high-return investment opportunity [6]

Group 1 - Zhejiang Zhenyang Development Co., Ltd. disclosed a major asset restructuring plan on September 3, 2023, where Zhejiang Huhangyu Expressway Co., Ltd. intends to absorb and merge Zhenyang Development through a share exchange, with an exchange ratio of 1:1.08 [1] - Upon completion of the merger, Zhenyang Development will terminate its listing and Zhejiang Huhangyu will assume all assets, liabilities, and rights of Zhenyang Development, creating a dual listing structure of "Hong Kong stock + A-share" for Zhejiang Huhangyu [1] - Zhejiang Transportation Group, as the controlling shareholder of both parties, will hold a combined 66.74% stake in the surviving company, making it the controlling shareholder and actual controller [1] Group 2 - Before the transaction, Zhejiang Huhangyu's main businesses were in expressway and securities operations, while Zhenyang Development focused on the research, production, and sales of chlor-alkali related products [2] - The merger will diversify Zhejiang Huhangyu's business into the chemical industry, enhancing its overall strength through asset and management integration [2] - This strategic move is seen as a significant step for Zhejiang Huhangyu to expand its business footprint and improve risk resistance, while also facilitating state-owned enterprise reform and management optimization [2]

Core Viewpoint - Zhenyang Development (603213) experienced a decline of 3.01% in its stock price, with a trading volume of 5.73 billion yuan and a volatility of 22.24% on the day of reporting [2] Trading Activity - The stock was listed on the Shanghai Stock Exchange due to its daily volatility reaching 22.24%, with a total net sell of 42.949 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction of 114 million yuan, with a buying amount of 35.481 million yuan and a selling amount of 78.4307 million yuan, resulting in a net sell of 42.949 million yuan [2] - The largest buying brokerage was Guojin Securities Shenzhen Branch, with a purchase amount of 8.7355 million yuan, while the largest selling brokerage was Shenwan Hongyuan Securities Wenzhou Branch, with a selling amount of 19.6317 million yuan [2] Fund Flow - The stock saw a net outflow of 114 million yuan in principal funds, with a significant outflow of 65.9691 million yuan from large orders and 48.1699 million yuan from major orders [2] - Over the past five days, the net outflow of principal funds totaled 114 million yuan [2] Financial Performance - On August 27, the company released its semi-annual report, indicating a total revenue of 1.336 billion yuan for the first half of the year, representing a year-on-year growth of 16.88% [2] - The net profit for the same period was 50.6259 million yuan, reflecting a year-on-year decline of 52.63% [2]

Core Viewpoint - The company, Zhejiang Huhangyong Expressway Co., Ltd. (referred to as "Zhejiang Huhangyong"), is planning a share swap merger with Zhenyang Development Co., Ltd. (referred to as "Zhenyang Development"), which will result in Zhenyang Development being delisted and dissolved, while Zhejiang Huhangyong will continue to operate and list its shares on both A-share and H-share markets [1][2][5]. Group 1: Merger Details - The merger involves Zhejiang Huhangyong issuing A-shares to Zhenyang Development's shareholders in exchange for their shares, with a swap price set at 14.58 CNY per share, reflecting a 29.83% premium over Zhenyang Development's average price of 11.23 CNY over the past 120 trading days [4]. - Following the merger, Zhejiang Huhangyong will inherit all assets, liabilities, and rights of Zhenyang Development, and will apply for the listing of the newly issued A-shares on the Shanghai Stock Exchange [2][4]. Group 2: Financial Metrics - As of the signing date of the merger proposal, Zhenyang Development has a total share capital of 441,895,215 shares, and Zhejiang Huhangyong will issue a total of 477,246,833 A-shares for the merger [4]. - The merger is classified as a major asset restructuring for Zhenyang Development, as Zhejiang Huhangyong's total assets, revenue, and net assets exceed 50% of Zhenyang Development's corresponding figures as of the end of 2024 [4]. Group 3: Strategic Implications - The merger aims to enhance the role of state-owned enterprises and broaden funding sources for highway construction, contributing to the development of a modern, efficient, and green transportation system [5]. - This transaction will enable Zhejiang Huhangyong to achieve dual listing in both A-share and H-share markets, facilitating capital operations in both markets [5].

Group 1 - The company Zhenyang Development experienced a rise of over 5% in its stock price, indicating positive market sentiment [1] - The stock exhibited a volatility of 20.01%, suggesting significant trading activity and investor interest [1] - The total trading volume exceeded 400 million yuan, reflecting strong liquidity in the market for this stock [1]

镇洋发展盘中跌停，上演"天地板"，成交额4.05亿元。 ...

镇洋发展盘中跌停，上演"天地板"，成交额4.05亿元。 ...

Group 1 - Zhejiang Zhenyang Development Co., Ltd. disclosed a major asset restructuring plan, where Zhejiang Huhangning Expressway Co., Ltd. intends to absorb Zhenyang Development through a share exchange, with an exchange ratio of 1:1.08 [1] - Upon completion of the merger, Zhenyang Development will terminate its listing and Zhejiang Huhangning will assume all assets, liabilities, and rights of Zhenyang Development, creating a dual listing structure of "Hong Kong stock + A-share" [1][2] - Zhejiang Huhangning's business will expand into the chemical industry, enhancing its overall strength through the integration of assets, personnel, and management [2] Group 2 - The merger is seen as a strategic move for diversification and business expansion, allowing Zhejiang Huhangning to enhance its risk resistance by entering the chemical sector [3] - The transaction is expected to facilitate state-owned enterprise reform and management optimization, with the controlling shareholder, Transportation Group, aiming to eliminate redundant structures and accelerate development in hydrogen energy and photovoltaic materials [3][4] - The restructuring will optimize corporate governance, improve resource allocation efficiency, and enhance the core competitiveness of the merged entity [4]