浙江沪杭甬(00576) - 2025 - 年度业绩

Connected Transaction: Supplementary Arable Land Quota Adjustment Agreement The company's subsidiary entered a connected transaction to acquire supplementary arable land quotas from a related party for a project, ensuring land balance requirements are met at a negotiated price 1.1 Agreement Overview The company's non-wholly owned subsidiary ZhaJiaSu Company signed a supplementary arable land quota adjustment agreement with related party ShenHai Company, involving the transfer of surplus arable land quotas for a fee, constituting a connected transaction - ZhaJiaSu Company (a non-wholly owned subsidiary of the Company) signed a supplementary arable land quota adjustment agreement with ShenHai Company (a subsidiary of Traffic Group and a connected person of the Company)[2][3] - ShenHai Company will transfer surplus supplementary arable land quotas from the Sanmen Ma'aoling section of the YongTaiWen Expressway expansion project to ZhaJiaSu Company, with ZhaJiaSu Company paying a fee[2][5] - The transaction constitutes a connected transaction under Chapter 14A of the Listing Rules, requiring compliance with reporting and announcement requirements but exempt from independent shareholder approval[3][14] 1.2 Key Terms of the Agreement The agreement specifies adjusted supplementary arable land quotas including 15.7202 hectares of cultivated land, 7.4689 hectares of paddy fields, and 160,132.3 kilograms of grain production capacity, with an agreement date of September 10, 2025 Adjusted Supplementary Arable Land Quotas | Quota Type | Quantity | | :--- | :--- | | Cultivated Land | 15.7202 hectares | | Paddy Fields | 7.4689 hectares | | Grain Production Capacity | 160,132.3 kilograms | - The agreement was signed on September 10, 2025[8] - The contracting parties are ZhaJiaSu Company (a non-wholly owned subsidiary of the Company) and ShenHai Company (a non-wholly owned subsidiary of Traffic Group)[8] 1.3 Consideration and Payment Terms ZhaJiaSu Company is required to pay a total consideration of RMB 100,215,165, approved by Zhejiang Provincial Department of Natural Resources and fairly negotiated based on national standards, payable in a lump sum after signing Unit Prices for Quota Types | Quota Type | Price per Mu (RMB) | | :--- | :--- | | Cultivated Land | 150,000 RMB | | Paddy Fields | 150,000 RMB | | Grain Production Capacity | 30,000 RMB/100 kg | Total Consideration | Item | Amount (RMB) | | :--- | :--- | | Total Consideration | 100,215,165 RMB | - The consideration amount was approved by the Zhejiang Provincial Department of Natural Resources and determined through fair negotiation by both parties, referencing standards in relevant notices from the General Office of the State Council[9] - ZhaJiaSu Company shall pay the entire consideration to ShenHai Company in a lump sum after signing the agreement[10] 1.4 Reasons for and Benefits of Entering the Agreement To meet land balance requirements for the project, ZhaJiaSu Company must acquire supplementary arable land quotas; cross-municipal adjustment using ShenHai Company's surplus quotas was necessary due to supply constraints, offering a favorable price compared to local government purchase - The project requires occupying cultivated land, and ZhaJiaSu Company must purchase supplementary arable land quotas as required to ensure land balance[9] - Due to tight provincial and local quota supply, and unapproved national unified quota applications, using ShenHai Company's surplus quotas through cross-municipal adjustment is a necessary way to meet project demands[9][11] - ShenHai Company's transfer price is consistent with unit prices for similar projects in Zhejiang Province over the past three years, and the total price is more favorable than purchasing quotas from the Jiaxing Municipal People's Government[11] - The Board believes the agreement was entered into on normal commercial terms, and its terms are fair and reasonable, aligning with the overall interests of the Company and its shareholders[12] 1.5 Implications under Listing Rules ShenHai Company is a related party, making the agreement a connected transaction subject to reporting and announcement under Listing Rules Chapter 14A, but exempt from independent shareholder approval due to percentage ratios; certain directors abstained from voting due to conflicts of interest - ShenHai Company is a 75% owned subsidiary of Traffic Group (the Company's controlling shareholder), thus a connected person of the Company[3][14] - The transaction constitutes a connected transaction, with applicable percentage ratios exceeding 0.1% but less than 5%, requiring compliance with reporting and announcement requirements under Chapter 14A of the Listing Rules[3][14] - The transaction is exempt from the requirement for independent shareholder approval[3][14] - Mr. Yuan Yingjie, Mr. Fan Ye, and Mr. Huang Jianzhang, being employed by Traffic Group, are deemed to have material interests and abstained from voting on the relevant Board resolution[15] 1.6 Information on Contracting Parties The company primarily invests in and operates high-grade highways; ZhaJiaSu Company, a 55% owned subsidiary, manages ZhaJiaSu Expressway; ShenHai Company, a 75% owned subsidiary of Traffic Group, manages and maintains highways - The Company (Zhejiang Expressway Co., Ltd.) primarily invests in, develops, and operates high-grade highways, and engages in expressway-related development, operations, and securities business[13] - ZhaJiaSu Company is a 55% owned subsidiary of the Company, primarily engaged in the operation and management of the ZhaJiaSu Expressway[13] - ShenHai Company is a 75% owned subsidiary of Traffic Group, primarily engaged in the management and maintenance of expressways[13] Supplemental Announcement on Use of Proceeds from Rights Issue in 2024 Annual Report This announcement provides an updated timetable for the utilization of the remaining RMB 5.20 billion proceeds from the rights issue, expected to be fully used by December 2028 2.1 Use of Proceeds and Timetable This supplemental announcement provides additional information on the expected timetable for using the remaining RMB 5.20 billion proceeds from the rights issue as of December 31, 2024, with full utilization anticipated by December 31, 2028, subject to project progress - This announcement aims to provide supplementary information regarding the expected timetable for the use of remaining proceeds from the rights issue[4][16] Remaining Rights Issue Proceeds and Expected Utilization Timetable | Item | Amount (RMB) | Expected Utilization Date | | :--- | :--- | :--- | | Remaining Rights Issue Proceeds (as of Dec 31, 2024) | 5.20 billion RMB | 2028年12月31日 | - The timetable for the use of proceeds will depend on the actual progress of investment projects and will be adjusted accordingly[17] - The above supplementary information does not affect any other information contained in the 2024 annual report, and the report content remains unchanged except for this disclosure[17] Definitions and Others This section defines key terms used in the announcement and lists the members of the company's Board of Directors 3.1 Definitions This section defines key terms used in the announcement, such as 'the Group', 'Board', 'Traffic Group', 'the Company', 'Connected Person', 'Connected Transaction', 'Controlling Shareholder', 'H Shares', 'Listing Rules', 'Project', 'RMB', 'Shareholder', 'ShenHai Company', 'Stock Exchange', and 'Subsidiary' - "The Company" refers to Zhejiang Expressway Co., Ltd., whose main business is investing in, developing, and operating high-grade highways[19] - "Traffic Group" refers to Zhejiang Provincial Communications Investment Group Co., Ltd., the controlling shareholder of the Company[19] - "Supplementary Arable Land Quota Adjustment Agreement" refers to the agreement entered into by ZhaJiaSu Company and ShenHai Company on September 10, 2025, concerning the provision of supplementary arable land quota adjustment services for the Project[19] - "The Project" refers to the ZhaJiaSu Expressway (Nanhu Interchange to Zhejiang-Jiangsu Border Section) expansion project operated by ZhaJiaSu Company[22] 3.2 Board Members The announcement lists the company's Board of Directors, including Chairman Mr. Yuan Yingjie, Executive Directors Mr. Wu Wei and Mr. Li Wei, Non-executive Directors Mr. Yang Xudong, Mr. Fan Ye, and Mr. Huang Jianzhang, and Independent Non-executive Directors Mr. Baker, Ms. Li Weizheng, and Mr. Yu Mingyuan - The Chairman is Mr. Yuan Yingjie[21] - Executive Directors include Mr. Wu Wei and Mr. Li Wei[21] - Independent Non-executive Directors include Mr. Baker, Ms. Li Weizheng, and Mr. Yu Mingyuan[21]