Meeting Overview - The 15th meeting of the 11th Supervisory Board of Jiangsu Ninghu Expressway Co., Ltd. was held on September 30, 2025, in Nanjing, combining in-person and video conferencing [2] - All five supervisors attended the meeting, and the meeting complied with the relevant provisions of the Company Law and the company's Articles of Association, making the resolutions valid [4][5] Resolutions Passed - The meeting reviewed and approved the proposal regarding the supplementary expected daily related transactions for the year 2025 [6] - The voting results were unanimous, with all five votes in favor [7][8] Board Meeting Overview - The 15th meeting of the 11th Board of Directors was also held on September 30, 2025, using a similar format [11] - All 13 directors attended the meeting, and it complied with legal and regulatory requirements, ensuring valid resolutions [13][14] Resolutions Passed by the Board - The Board approved the proposal regarding supplementary expected daily related transactions for 2025, allowing the company to enter into various agreements for daily related transactions [15] - The voting results were unanimous, with all ten votes in favor for each of the proposed transactions [16][18][20][22][24][26][28][30][32][34][36][38] Details of Related Transactions - The company signed supplementary agreements for various daily related transactions, including: 1. Road maintenance and repair projects with Jiangsu Modern Road and Bridge Co., Ltd. [15] 2. Bridge inspection services with Jiangsu Modern Engineering Testing Co., Ltd. [17] 3. Promotional activities with Jiangsu Transportation Culture Media Co., Ltd. [19] 4. Charging station construction with Jiangsu Zhenyang Transportation Technology Co., Ltd. [21] 5. Air conditioning procurement with Jiangsu Jiaokong Commercial Operation Management Co., Ltd. [23] 6. Gas station leasing with Jiangsu Expressway Energy Development Co., Ltd. [25] 7. Communication pipeline leasing with Jiangsu Digital Transportation Research Institute Co., Ltd. [27] 8. Emergency bridge repair services with Jiangsu Huayuan Engineering Technology Co., Ltd. [29] 9. Bridge inspection projects with Jiangsu Huahui Engineering Technology Co., Ltd. [31] 10. Solar power station construction and electricity sales with Jiangsu Runyang Bridge Development Co., Ltd. [33] 11. Similar agreements with Jiangsu Lianxu Expressway Co., Ltd. [35] 12. Tunnel emergency response project with China Merchants Chongqing Transportation Research and Design Institute Co., Ltd. [39] Transaction Approval and Fairness - The board and independent directors believe that the terms of these transactions are fair and reasonable, do not harm the interests of the company or its minority shareholders, and align with the overall interests of the company and its shareholders [40][43][79]

Group 1 - The company approved the use of idle raised funds for cash management, with a maximum amount of RMB 150 million, ensuring it does not affect project construction and normal business operations [1] - The company plans to use the idle funds for safe and liquid investment products, including structured deposits and time deposits, with a rolling usage period of 12 months [3][4] - As of the announcement date, the total planned usage of idle raised funds for cash management by the company and its subsidiaries is not exceeding RMB 1.08 billion [4][10] Group 2 - The company aims to improve the efficiency of idle raised funds and create more value for shareholders through cash management [7] - The cash management products will be strictly controlled for risk and will not be used for pledging or securities investment purposes [8] - The cash management income will be prioritized for supplementing project investment shortfalls and daily operational liquidity needs [12] Group 3 - The decision to use idle funds for cash management was made in compliance with relevant regulations and does not affect the normal operation of the company's fundraising projects [14][18] - The board of directors authorized the chairman to make decisions and sign contracts related to cash management within the approved limits [10][16] - The independent directors and audit committee have reviewed and approved the cash management plan, confirming it aligns with the company's interests and does not harm shareholder rights [18][31]

Core Viewpoint - The company has revised its General Manager Work Regulations and announced a new framework agreement for daily related transactions with China Railway, which is essential for its operational needs and complies with relevant laws and regulations [1][5][27]. Group 1: Revision of General Manager Work Regulations - The company held its 16th meeting of the 10th Board of Directors on September 25, 2025, where the revision of the General Manager Work Regulations was approved [1][27]. - The revisions were made in accordance with the Company Law, relevant regulatory guidelines, and the company's actual operational needs [1][27]. - The revised regulations will take effect immediately upon approval by the Board of Directors [1][27]. Group 2: Daily Related Transactions with China Railway - The company plans to renew its Comprehensive Service Framework Agreement with China Railway, which will expire on December 31, 2025, and requires shareholder approval [5][6][25]. - The proposed transaction limits for the years 2026 to 2028 are approximately RMB 31.48 billion, RMB 35.67 billion, and RMB 40.67 billion respectively [25]. - The agreement is expected to facilitate the company's operations within the national railway network and will not affect its independence [4][5][25]. Group 3: Expected Transaction Amounts and Categories - The company anticipates that the actual transaction amounts for 2023 and 2024 will not exceed previous forecasts, and similar expectations are set for 2025 [7][8]. - For the period of 2026 to 2028, the company expects to manage new railway lines and hubs, contributing to network synergy and scale effects [9][10]. - The anticipated growth in passenger traffic and the increase in railway service prices are expected to positively impact the company's operations [10][12]. Group 4: Appointment of Director Candidate - The company received a recommendation from its controlling shareholder, China Railway Guangzhou Group, to appoint Ms. Zhong Ning as a non-executive director [18][24]. - The appointment will be submitted for approval at the upcoming extraordinary general meeting [18][24].

Group 1: Profit Distribution and Shareholder Returns - The profit distribution plan proposes a cash dividend of 0.62 CNY per 10 shares, based on the company's current profitability, financial status, and shareholder returns [3] - The company aims to optimize cash dividend frequency and increase the cash dividend ratio as performance grows, emphasizing investor-centric principles [3] Group 2: Natural Gas Business Growth - The significant growth in natural gas revenue is attributed to increased market demand and proactive company strategies, including market expansion and site optimization [3] - Future plans include expanding the natural gas sales network and enhancing service quality while monitoring market trends and industry policies [3] Group 3: Share Buyback Progress - As of August 31, 2025, the company has not yet implemented the announced share buyback plan disclosed on September 3, 2025 [3] Group 4: Related Party Transactions - The estimated total amount for routine related party transactions in 2025 is 242 million CNY, with approximately 72.6 million CNY already incurred [3] Group 5: Revenue Growth Plans - The company plans to maintain profit growth while optimizing sales structure, stabilizing market share, and expanding into new markets and customer segments to increase revenue [3] Group 6: Disclosure of Major Information - The activity did not involve any undisclosed major information [3]

Core Viewpoint - The company, Zhejiang Ruisheng Intelligent Technology Co., Ltd., has announced an increase in the estimated amount for daily related transactions for the year 2025, which is deemed necessary for its normal production and operations [1][2]. Group 1: Approval Process - The board of directors held a meeting on September 12, 2025, where the proposal to increase the estimated amount for daily related transactions was unanimously approved by independent directors [3]. - The audit committee also reviewed and approved the proposal, which was subsequently presented to the board for final approval [4]. - The decision to increase the estimated amount for daily related transactions falls within the board's decision-making authority and does not require shareholder meeting approval [5]. Group 2: Estimated Amount and Categories - The company plans to increase the estimated amount for daily related transactions based on the actual business operations of the company and its subsidiaries [6]. - The amounts mentioned are exclusive of tax [7]. Group 3: Related Parties and Relationships - The related party involved is Ningbo Yimaikesi Automation Technology Co., Ltd., which has a controlling shareholder who is also the general manager of the company [9]. - The relationship is established based on the principles of substance over form, categorizing Yimaikesi as a related legal entity to Ruisheng Intelligent [9]. Group 4: Performance Capability Analysis - The related party is legally established, operating normally, and is not a dishonest executor, indicating a good performance capability that will not pose operational risks to the company [10]. Group 5: Main Content of Daily Related Transactions - The primary content of the newly estimated daily related transactions involves purchasing raw materials from related parties, essential for the company's daily operations [11]. - The pricing method for these transactions will adhere to fair principles and be determined through market-based negotiations, ensuring no substantial difference from non-related transaction pricing [11]. Group 6: Purpose and Impact of Daily Related Transactions - The procurement of raw materials from related parties aims to leverage resource advantages, enhance synergy, and optimize the company's competitive position without affecting its independence or financial health [13]. - The increase in daily related transactions is a normal operational requirement and will not harm the interests of the company or its shareholders [13].

Group 1 - The company held its sixth board meeting of the fifth session on September 11, 2025, to discuss and approve the proposal for new daily related transactions for 2025, with a total estimated amount of RMB 15.3151 million (excluding tax) [2][3][4] - The board meeting was attended by all seven directors, and the proposal received unanimous approval with no votes against or abstentions [4][5] - The independent directors reviewed and approved the proposal prior to the board meeting, ensuring compliance with relevant laws and regulations [5][19] Group 2 - The company’s supervisory board also convened on September 11, 2025, to review and approve the same proposal for new daily related transactions, with all three supervisors present and voting in favor [8][9][10] - The supervisory board confirmed that the transactions are fair, reasonable, and do not significantly impact the company's independence or harm the interests of other shareholders [10][18] - The new daily related transactions are based on the operational needs of the company's subsidiaries and are conducted at market prices, ensuring compliance with legal and regulatory standards [17][19] Group 3 - The company plans to engage in daily operational related transactions with its subsidiaries and affiliated companies, specifically with Hubei Sanli Pu and its subsidiaries, for a total estimated amount of RMB 15.3151 million (excluding tax) [12][13][16] - The transactions are deemed necessary for the company's normal production operations and are structured to ensure fair pricing and adherence to market rules [17][19] - The company holds a 24.59% stake in Hubei Sanli Pu, which in turn holds a 95.10% stake in Hubei Liyou, establishing a clear relationship among the involved parties [16]

Group 1 - The company held its ninth meeting of the tenth board of directors on September 11, 2025, which was conducted via telecommunication and attended by all nine directors [2][3] - The board approved a proposal for additional expected daily related transactions for the year 2025, with a total expected amount increasing from 921.175 million yuan to 971.375 million yuan [3][9] - The independent directors unanimously agreed to the proposal, ensuring compliance with relevant laws and regulations [3][13] Group 2 - The company anticipates daily related transactions with newly added related parties, including 50 million yuan with Shandong Steel Group International Trade Co., Ltd. and 200,000 yuan with Shandong Jinling Iron Mine Co., Ltd. [9][10] - The expected amount for leasing and purchasing raw materials from related parties increased from 419.95 million yuan to 470.15 million yuan [9] - The transactions are deemed normal business activities that will not adversely affect the company's financial status or independence [12][13]

Meeting Overview - The first extraordinary general meeting of shareholders for 2025 will be held on September 15, 2025, at 14:30 in Wenzhou, Zhejiang [3] - The meeting will include both on-site and online voting options, with specific time slots for each [3][4] - Shareholders must register and sign in to participate, and those who do not sign in will not have their shares counted for voting [2][5] Voting and Participation - Shareholders can appoint proxies to attend and vote on their behalf, and the proxies do not need to be shareholders [4][5] - Voting will be conducted through a combination of on-site and online methods, with specific time frames for each [3][4] - The company will provide reminders to shareholders about the meeting and voting through SMS notifications [3] Agenda and Proposals - The agenda includes the confirmation of daily related party transactions and the estimated transaction amounts for 2025 [5][6] - The estimated amount for daily related party transactions for 2025 is set at 95 million yuan, with a breakdown of previous transactions provided [6][8] - The company maintains independence in its operations and relationships with related parties, ensuring that transactions are conducted at market prices [8] Related Party Transactions - The company has identified a related party relationship with Zhejiang Zhucheng Technology Co., Ltd. due to a board member's connection [6][8] - The transactions with the related party are deemed necessary for the company's business development and are conducted under fair market principles [8] - The company asserts that these transactions will not adversely affect its financial status or independence [8]

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 on September 15, 2025, to discuss key proposals [1][3] - The agenda includes increasing the daily related transaction limit for 2025, electing new directors, and amending the company's fundraising management measures [1][3][13] Group 1: Meeting Details - The meeting will take place at 14:30 at the Yingda International Building in Beijing [1] - All registered shareholders can attend and vote, with the option to appoint proxies [1][2] Group 2: Proposals - Proposal 1 involves increasing the daily related transaction limit for 2025, with specific amounts outlined for transactions with State Grid Corporation and its subsidiaries [5][6] - The expected increase in related transactions includes procurement, service acceptance, rental income, and commission income, with a total increase of 580 million yuan anticipated [5][6][12] - Proposal 2 is to elect Ma Xiaoyan as a non-independent director following the resignations of two current directors [13][14] - Proposal 3 aims to amend the company's fundraising management measures to comply with new regulatory requirements [13][15] Group 3: Related Transactions - The company plans to adjust its related transaction limits for 2026, maintaining similar business operations as in the previous year [6][12] - The related parties include State Grid Corporation, China Power Financial Company, and several banks, with specific financial arrangements detailed [6][10] Group 4: Governance and Compliance - The meeting will be legally witnessed by a law firm to ensure compliance with relevant laws and regulations [3] - The company emphasizes the importance of maintaining order and protecting shareholder rights during the meeting [2][3]

Meeting Details - The shareholder meeting was held on September 2, 2025, from 14:00 to 16:00, with network voting available from 9:15 to 15:00 on the same day [1][2] - The meeting took place at the company's conference room located at 68 Fengshan Road, Weifang City, Shandong Province [2] - The meeting was convened by the company's board of directors and presided over by Chairman Liang Long [2] Attendance - A total of 277 shareholders attended the meeting, representing 74,540,665 shares, which is 20.7057% of the total voting shares [3] - Among them, 4 shareholders attended in person, representing 64,957,415 shares (18.0437% of total voting shares), while 273 shareholders participated via online voting, representing 9,583,250 shares (2.6620% of total voting shares) [4][5] - 274 minority shareholders attended, representing 27,563,250 shares (7.6565% of total voting shares) [5][6] Resolutions and Voting Results - The following resolutions were approved during the meeting: 1. **Amendment to the Articles of Association**: - Total votes: 74,070,565 in favor (99.3693%), 411,400 against (0.5519%), 58,700 abstentions [8][9] 2. **Establishment and Revision of Company Policies**: - Total votes for the meeting rules: 74,077,165 in favor (99.3782%), 416,000 against (0.5581%), 47,500 abstentions [10][11] 3. **Board Meeting Rules**: - Total votes: 74,069,065 in favor (99.3673%), 412,700 against (0.5537%), 58,900 abstentions [13][14] 4. **Independent Director Work System**: - Total votes: 74,061,765 in favor (99.3575%), 427,300 against (0.5732%), 51,600 abstentions [16][18] 5. **Selection of Accounting Firm**: - Total votes: 74,074,765 in favor (99.3750%), 418,200 against (0.5610%), 47,700 abstentions [20][21] 6. **Related Party Transaction System**: - Total votes: 74,080,265 in favor (99.3824%), 421,500 against (0.5655%), 38,900 abstentions [23][25] 7. **Special Committee Work System**: - Total votes: 74,080,265 in favor (99.3824%), 421,500 against (0.5655%), 38,900 abstentions [26][28] 8. **External Guarantee System**: - Total votes: 74,059,765 in favor (99.3548%), 438,300 against (0.5880%), 42,600 abstentions [29][31] 9. **Special Management System for Fundraising**: - Total votes: 74,074,365 in favor (99.3744%), 426,500 against (0.5722%), 39,800 abstentions [32][34] 10. **Information Disclosure Management System**: - Total votes: 74,081,765 in favor (99.3844%), 421,500 against (0.5655%), 37,400 abstentions [35][37] 11. **Confirmation of Related Transactions**: - Total votes: 27,235,250 in favor (98.3483%), 418,500 against (1.5112%), 38,900 abstentions [38][39] Legal Opinion - The legal opinion from Beijing Times Jiuhua Law Firm confirmed that the meeting's convening and procedures complied with relevant laws and regulations, and the voting process was valid [42][43]