| 证券代码：001965 | 证券简称：招商公路 | 公告编号：2023-56 | | --- | --- | --- | | 债券代码：127012 | 债券简称：招路转债 | | 招商局公路网络科技控股股份有限公司 第三届董事会第十次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 招商局公路网络科技控股股份有限公司（以下简称"公司"或"招商公路"） 第三届董事会第十次会议通知于 2023 年 8 月 4 日以电子邮件等方式送达全体董 事、监事及高级管理人员。本次会议于 2023 年 8 月 11 日以通讯表决的方式召 开，本次会议应表决董事 12 名，实际行使表决权董事 12 名（第一项至第三项议 案实际行使表决权董事 7 名）。会议的召集、召开符合有关法律、法规和《公司 章程》的规定。会议审议通过了如下议案： 一、审议《关于以亳阜高速为基础设施资产开展公募 REITs 申报发行工作的 议案》。 该议案具体详情请参见《招商公路关于以亳阜高速为基础设施资产开展公募 REITs 申报发行工作的公告》。 在拟开展的基础设施公募 REITs 项目（ ...

Group 1: Industry Overview - The transportation industry is experiencing a strong recovery, with road travel returning to 2019 levels in 2023 [2] - The implementation of national economic stabilization policies is expected to accelerate economic recovery, driving transportation demand back to normal growth [2] - The increase in vehicle ownership in recent years is a macroeconomic factor contributing to the continued recovery of highway traffic in 2023 [2] Group 2: Company Performance - In Q1 2023, the company achieved operating revenue of CNY 20.26 billion, a year-on-year increase of 16.30% [2] - The net profit attributable to shareholders reached CNY 13.49 billion, up 23.57% year-on-year, with a basic earnings per share of CNY 0.2109, reflecting a growth of 25.46% [2] - The company has distributed cash dividends totaling CNY 1.2 billion since its listing, emphasizing its commitment to shareholder returns [2] Group 3: Shareholder Returns - The company has set a dividend payout ratio of 55% in its 2022-2024 shareholder return plan, significantly increasing its dividend yield [2] - The focus remains on providing sustainable and stable returns to shareholders, with a commitment to maximizing shareholder value [2] Group 4: Future Projects and Initiatives - The company is actively promoting its REITs project to explore new operational models, aiming to create a new platform for investment and management [3] - The company plans to disclose major investment projects in accordance with regulatory rules, ensuring transparency [3] - The average remaining toll collection period for the company's road assets is approximately 15 years, indicating a leading position in the industry [3]

Financial Performance - The company's operating revenue for Q1 2023 was ¥2,025,990,680, representing a 16.30% increase compared to ¥1,742,021,334 in the same period last year[4] - Net profit attributable to shareholders for Q1 2023 was ¥1,349,407,335.81, up 23.57% from ¥1,092,050,625.50 in the previous year[4] - Basic earnings per share rose to ¥0.2109, a 25.46% increase from ¥0.1681 in the same period last year[5] - Operating profit for the quarter was CNY 1,536,722,839.46, reflecting a growth of 18.6% from CNY 1,295,473,897.22 in Q1 2022[26] - The net profit for Q1 2023 was CNY 1,445,212,774.16, an increase from CNY 1,202,430,837.33 in Q1 2022, representing a growth of approximately 20.2%[27] - The total comprehensive income for Q1 2023 was CNY 1,461,098,056.60, compared to CNY 1,172,636,548.59 in the same period last year, indicating a growth of approximately 24.6%[27] Cash Flow and Liquidity - The cash flow from operating activities increased significantly by 136.52%, reaching ¥717,567,797.02 compared to ¥303,383,572.45 in Q1 2022[5] - Net cash flow from operating activities surged by 136.52% to ¥717,567,797.02, influenced by a change in tax payment timing and reduced tax expenses[15] - Cash and cash equivalents at the end of Q1 2023 totaled CNY 6,596,720,711.39, up from CNY 5,873,938,830.14, showing an increase of about 12.3%[30] - The company reported cash inflows from financing activities of CNY 3,425,457,813.22, compared to CNY 660,694,706.67 in the previous year, indicating a substantial increase of approximately 418.5%[30] - The net cash flow from investing activities was negative at CNY -581,742,103.54, worsening from CNY -452,837,837.61 in Q1 2022[30] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥118,554,626,628.74, reflecting a 3.11% increase from ¥114,930,280,157.83 at the end of the previous year[5] - Total current assets decreased to ¥11,595,801,792.47 from ¥12,079,927,540.76, with cash and cash equivalents rising to ¥6,630,272,909.48[21] - Total liabilities increased to CNY 49,370,928,279.92, compared to CNY 47,309,840,339.20 in the previous year[23] - Long-term borrowings rose to CNY 21,555,986,464.06, compared to CNY 19,051,309,942.68 in the previous year[23] Investments and Income - Investment income increased by 35.01% to ¥1,179,070,004.74, driven by a recovery in traffic volume and increased profits from associated companies[13] - The company reported an investment income of CNY 1,179,070,004.74, up from CNY 873,309,386.00 in Q1 2022[26] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 29,399[17] - The largest shareholder, China Merchants Group, holds 68.57% of the shares, totaling 4,241,425,880 shares[17] Expenses - Sales expenses increased by 94.28% to ¥27,199,418.52 due to the establishment of multiple regional subsidiaries and increased employee compensation[13] - Financial expenses rose by 40.22% to ¥277,046,263.35 primarily due to the consolidation of the Jing-Tai Expressway[13] - Research and development expenses rose to CNY 34,554,240, an increase of 28.5% from CNY 26,902,622.85 in Q1 2022[26] Accounting Policies - The company has implemented new accounting policies effective January 1, 2023, which may impact future financial reporting[5] Other Financial Metrics - The company reported a significant increase in long-term receivables, which rose by 938.19% to ¥3,145,734,694.80 due to reclassification of loans[12] - The company experienced a 51.54% increase in cash and cash equivalents, totaling ¥6,630,272,909.48 compared to ¥4,375,190,981.93 at the beginning of the year[12] - The company reported a 58.98% decrease in non-operating income to ¥5,465,733.95, primarily due to the absence of prior period income from long-term payables[13] - The other comprehensive income after tax for the parent company was CNY 15,885,282.44, a recovery from a loss of CNY -29,794,288.74 in the previous year[27]

| 证券代码：001965 | 证券简称：招商公路 | 公告编号：2023-23 | | --- | --- | --- | | 债券代码：127012 | 债券简称：招路转债 | | 招商局公路网络科技控股股份有限公司 关于召开 2022 年度暨 2023 年第一季度业绩说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 业绩说明会召开时间：2023 年 5 月 8 日（星期一）下午 15:00-16:00 业绩说明会召开方式：网络互动方式 业绩说明会召开网址：中证路演·业绩说明会专区 https://www.cs.com.cn/roadshow/yjsmh/ 招商局公路网络科技控股股份有限公司（以下简称"公司"）已于 2023 年 4 月 4 日在巨潮资讯网（www.cninfo.com.cn)披露公司《2022 年年度报告》，并于 2023 年 4 月 28 日披露公司《2023 年第一季度报告》。为加强与投资者交流，使 投资者更加全面深入了解公司经营情况，公司将于 2023 年 5 月 8 日举行 2022 年 度暨 2023 年 ...

Financial Performance - The company's operating revenue for 2022 was ¥8,297,090,007.26, a decrease of 3.81% compared to ¥8,626,031,576.35 in 2021[12]. - The net profit attributable to shareholders for 2022 was ¥4,860,696,357.37, down 2.25% from ¥4,972,822,293.35 in the previous year[12]. - The net profit after deducting non-recurring gains and losses was ¥3,854,190,776.39, reflecting a significant decline of 20.44% from ¥4,844,506,068.08 in 2021[12]. - The company's cash flow from operating activities for 2022 was ¥3,878,052,758.41, a decrease of 15.99% compared to ¥4,616,253,085.96 in 2021[12]. - Total assets at the end of 2022 reached ¥114,930,280,157.83, an increase of 16.89% from ¥98,320,774,957.70 at the end of 2021[12]. - The weighted average return on equity for 2022 was 8.52%, down from 9.20% in 2021[12]. - The company reported a significant decline in road freight volume, which fell by 5.5% to 371.19 billion tons in 2022[19]. - The average daily traffic on highways decreased by 10.26% year-on-year, with the largest monthly drop approaching 40%[19]. - Daily traffic volume on controlled highways decreased by 18.6% to 81 million vehicles, with toll revenue of CNY 4.8 billion, down 15.3%[58]. - The company achieved a weighted average return on equity of 8.52%, a decrease of 0.68 percentage points year-on-year[57]. Dividend Distribution - The company plans to distribute a cash dividend of 4.14 CNY per 10 shares (including tax) based on a total share capital of 6,185,183,893 shares as of March 31, 2023[1]. - The company declared a cash dividend of RMB 4.14 per 10 shares, totaling RMB 2,560,666,131.70, which represents 100% of the distributable profit[191]. - The company's distributable profit amounts to RMB 18,301,230,035.49[191]. - The company is in a growth phase and has significant capital expenditure plans, with a minimum cash dividend proportion of 20% required for profit distribution[191]. Strategic Focus and Market Outlook - The company anticipates continued challenges in the market due to economic pressures but remains focused on strategic investments and operational efficiency[19]. - The company expects overall economic recovery in 2023, despite external uncertainties and pressures[111]. - The company aims to achieve total operating revenue of 9.2 billion yuan in 2023[120]. - The company is focusing on optimizing asset management and transitioning to a balanced development of light and heavy assets[120]. - The implementation of the "carbon peak and carbon neutrality" strategy is expected to create long-term investment opportunities in the low-carbon economy[116]. - The national policies are expected to accelerate the investment in highway infrastructure, providing new opportunities for expansion[113]. Technological Advancements and Innovation - The company is focused on smart transportation, integrating traditional technologies with digital, AR, VR, and AI to provide comprehensive solutions for smart road infrastructure[36]. - The company has launched several innovative products, including smart traffic control platforms and disaster monitoring systems, positioning itself as a leader in the industry[36]. - The digital transformation in transportation is emphasized, with a focus on integrating new technologies like cloud computing, big data, and artificial intelligence into transportation systems[25]. - The company is committed to becoming a leading digital operation service provider for smart highways and a supplier of key core technologies[127]. - The company plans to increase R&D investment and implement a research center to enhance its core competitiveness and create a "low-cost, high-performance" product line[129]. Governance and Management - The company emphasizes the accuracy and completeness of its financial reports, with key personnel affirming the integrity of the annual report[1]. - The company maintained compliance with corporate governance regulations, ensuring that its governance structure meets the requirements set by the China Securities Regulatory Commission[132]. - The company confirmed that there were no instances of the controlling shareholder interfering with its decision-making or operations, ensuring independent business operations[134]. - The company’s board of directors operated in accordance with its articles of association, ensuring fair and transparent decision-making processes[135]. - The company has established an independent financial department with a complete financial management system, ensuring independent financial decision-making[142]. Human Resources and Employee Development - The total number of employees at the end of the reporting period was 6,540, with 160 in the parent company and 6,380 in major subsidiaries[185]. - The company conducted 12 internal training programs and participated in 13 external training programs to enhance employee skills[187]. - The employee compensation policy is based on principles of "pay for position, pay for ability, and pay for performance," aiming to attract and retain talent[186]. - The company has established a two-year training program for new graduates to enhance their skills and integration into the workforce[187]. Acquisitions and Investments - The company completed a significant equity investment in Langfang Jiaofa Highway Development Co., holding a 95% stake with an investment amount of ¥3,560,000,000[99]. - The company has acquired a 54.61% stake in the E Dong Bridge project company, with a total investment of RMB 96,685.81 million[105]. - The company has acquired a 60% stake in the Chongqing Hu-Yu project company, with a total investment of RMB 55,074.37 million[105]. - The company has acquired a 60% stake in the Chongqing Yu-Qian project company, with a total investment of RMB 119,492.69 million[105]. - The company has acquired a 100% stake in the Bo-Fu project company, with a total investment of RMB 158,000 million[105]. Leadership Changes - The company reported a significant leadership change with multiple board members resigning due to work-related reasons, including directors Liu Chang Song and Liu Wei Wu in November 2022 and January 2023 respectively[150]. - The company experienced a turnover in its management team, with the CFO Liu Xian Fu resigning in April 2022, while the General Manager Liu Chang Song stepped down in November 2022[150]. - The company has appointed new executives, including Li Ping as Vice General Manager and Meng Jie as Secretary of the Board, both effective December 2022 and January 2023 respectively[149]. - The company is focusing on enhancing its strategic direction following the departure of key board members, which may impact future governance and decision-making processes[150].