宁沪高速: 第十一届董事会第九次会议决议公告

Meeting Overview - The 11th Board of Directors of Jiangsu Ninghu Expressway Co., Ltd. held its 9th meeting on March 26, 2025, via a combination of in-person and video conferencing [1] - All 13 directors attended the meeting, and the resolutions passed were valid according to the Company Law and the company's articles of association [1] Resolutions Passed - The company approved the 2024 annual report and summary, which will be published in various financial newspapers and on the Shanghai Stock Exchange website [1] - The 2024 annual work report of the Board of Directors was approved and will be submitted to the 2024 annual general meeting for review [2] - The 2024 annual general manager's work report was approved [2] - The 2024 financial statements and audit report were approved and will be submitted to the 2024 annual general meeting for review [2] - The 2024 financial budget report was approved and will be submitted to the 2024 annual general meeting for review [3] - The profit distribution plan for 2024 was approved, proposing a dividend of RMB 0.49 per share, which accounts for approximately 49.90% of the net profit attributable to shareholders [4] - Various reports from independent directors and committees were approved, confirming the effectiveness of the company's risk management and internal control systems [4][5] - The company will continue to appoint KPMG Huazhen as the financial auditor and internal control auditor for the 2025 fiscal year [6] - The company approved the use of idle funds to purchase short-term financial products, with a maximum annual amount of RMB 2 billion and a maximum daily balance of RMB 3.85 billion [6] - The company approved the registration and issuance of medium-term notes not exceeding RMB 4 billion [7] - The company approved financing agreements with Jiangsu Transportation Holding Co., Ltd. for its subsidiaries [8] - The company approved a series of related party transactions and framework agreements for various services and projects [14][15][20] Financial and Operational Plans - The company plans to authorize the board to issue up to 20% of the existing A-shares and H-shares to enhance financing flexibility [26] - The company approved a donation plan for 2025, with a maximum amount of RMB 3 million [27] - The company will hold the 2024 annual general meeting and authorized the board secretary to issue notifications [27] - The company approved the 2025 ESG action plan [28]