Core Viewpoint - Shanxi Expressway (000755.SZ), the only listed company in Shanxi Province's transportation system, has announced a share buyback plan by its actual controller, Shanxi Transportation Holding Group Co., Ltd. [1][2] Group 1: Share Buyback Plan - Shanxi Transportation Holding Group plans to increase its stake in Shanxi Expressway through its wholly-owned subsidiary, Shanxi Jiaokong Jinzi Management Co., Ltd., with a buyback amount between 30 million and 60 million yuan within six months starting from September 1, 2025 [1] - On September 1 and 2, Shanxi Jiaokong Jinzi purchased 1.3112 million shares of Shanxi Expressway, accounting for 0.089% of the total share capital [1] Group 2: Shareholding Structure - Before the buyback, Shanxi Transportation Holding Group and its subsidiaries held a combined 67.31% of Shanxi Expressway, with 58.42% and 8.89% held by Shanxi Provincial Expressway Group and Shanxi Road and Bridge Construction Group, respectively [1][2] - After the buyback, Shanxi Jiaokong Jinzi holds 1.3112 million shares, representing 0.089% of the total shares [1] Group 3: Company Performance - In the first half of 2025, Shanxi Expressway reported operating revenue of 730 million yuan, a slight decrease of 3.96% year-on-year, while net profit attributable to shareholders was 241 million yuan, an increase of 1.6% [2][3] - The company's main business gross margin was 58.52%, a slight increase of 0.06 percentage points year-on-year [3] - Total assets of Shanxi Expressway reached 12.229 billion yuan, with a debt-to-asset ratio of 56.71%, a decrease of 0.14 percentage points from the beginning of the period [4] Group 4: Financial Costs - Due to a decrease in loan principal and interest rates, financial expenses for Shanxi Expressway in the first half of 2025 amounted to 77.5529 million yuan, a reduction of 27.45% year-on-year [5]

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].

| 二○二五年九月十二日 | 长春 | | | | | --- | --- | --- | --- | --- | | | 目 录 | | | | | 一、 | 2025 年第二次临时股东大会现场会议须知······················ | | | | | 二、 | ·· 3 · 5 | | | | | 三、 | 表决票填写说明············································· | | | | | | · | | 7 | | | 四、 | 审议事项 | | | | | 议案一： | 关于取消监事会并修订《公司章程》的议案····················· | | | | | | ·· 9 | | | | | 议案二： | 关于修订公司《股东会议事规则》的议案······················· | | | | | | · 10 | | | | | 议案三： | 关于修订公司《董事会议事规则》的议案······················· | | | | | | · 21 | | | | | 议案四： | 关于修订公司《独立董事工作制度 ...

Investment Rating - The report maintains a "Recommended" rating for the company [4][3]. Core Views - The company's revenue for the first half of 2025 was 9.406 billion, a year-on-year decrease of 5.56%. Excluding construction revenue, the revenue decline was only 0.99%. The net profit attributable to shareholders was 2.424 billion, down 11.81% year-on-year. Overall, the company's earnings met expectations [1][2]. - Toll road business revenue slightly increased, with significant revenue growth from the Hu-Ning Expressway, which generated 2.663 billion in revenue, an 8.18% year-on-year increase. This was partly due to traffic rerouting from construction on the Hu-Wu Expressway [1][2]. - Investment income fluctuated significantly, contributing to the decline in profits. The company reported investment income of 700 million, down 33.24% from the previous year, primarily due to reduced earnings from joint ventures and changes in dividend distribution from Jiangsu Bank [2][3]. Summary by Sections Financial Performance - In the first half of 2025, the company achieved a gross profit margin of 63.21%, an increase of 2.51 percentage points year-on-year. The operating cost, excluding construction costs, decreased by 6.37% [1][2]. - The company forecasts net profits of 5.09 billion, 5.17 billion, and 5.38 billion for 2025, 2026, and 2027, respectively, with corresponding EPS of 1.01, 1.03, and 1.07 [3][9]. Revenue Breakdown - Toll revenue for the first half of 2025 totaled 4.604 billion, a year-on-year increase of 1.65%. The average daily revenue from the Hu-Ning Expressway increased by 8.18%, while the Ning-Chang Expressway saw a decline of 15.59% [1][2]. - The average daily toll revenue for the Xi-Yi and Chang-Yi Expressways decreased by 28.08% and 12.28%, respectively, due to construction impacts [1][2]. Cost Management - The company reported a significant reduction in maintenance costs, which fell from 215 million to 114 million year-on-year, contributing to the overall decrease in operating costs [2][3].

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]

浙江沪杭甬(00576)涨近4%，截至发稿，涨3.85%，报7.02港元，成交额2862.02万港元。 消息面上，浙江沪杭甬公布，建议以发行A股方式换股吸收合并镇洋发展（603213），实现"A+H"两地 上市。公司A股发行价13.5元人民币，镇洋发展换股价14.58元人民币，基准每持有1股镇洋发展获1.08股 公司A股。按人民币汇率中间价1港元对0.91183元人民币，发行价较9月2日收报溢价119.01%。 本次交易涉及发行2.16亿股A股，连同原内资股转换的A股，共计44.92亿股A股将申请于上交所上市流 通。公告指出，浙江沪杭甬本次通过换股吸收合并的方式实现"A+H"两地上市，有利于拓宽资金来源， 为高速公路建设提供资金支持，进一步承接长三角的发展机遇。 ...

本次交易涉及发行2.16亿股A股，连同原内资股转换的A股，共计44.92亿股A股将申请于上交所上市流 通。公告指出，浙江沪杭甬本次通过换股吸收合并的方式实现"A+H"两地上市，有利于拓宽资金来源， 为高速公路建设提供资金支持，进一步承接长三角的发展机遇。 智通财经APP获悉，浙江沪杭甬(00576)涨近4%，截至发稿，涨3.85%，报7.02港元，成交额2862.02万港 元。 消息面上，浙江沪杭甬公布，建议以发行A股方式换股吸收合并镇洋发展，实现"A+H"两地上市。公司 A股发行价13.5元人民币，镇洋发展换股价14.58元人民币，基准每持有1股镇洋发展获1.08股公司A股。 按人民币汇率中间价1港元对0.91183元人民币，发行价较9月2日收报溢价119.01%。 ...

镇洋发展(603213)9月2日晚间披露重大资产重组预案，浙江沪杭甬高速公路股份有限公司（简称"浙江沪杭甬"）拟向公司全体股东发行A股股份换股吸收 合并公司。 此次交易的特殊之处在于，浙江沪杭甬是一家港股上市公司。资料显示，浙江沪杭甬是一家主要从事建设、经营、维修及管理高等级公路的投资控股公 司。镇洋发展为浙江省交通投资集团有限公司控股子公司，是一家化工企业。 换股吸收合并完成后，镇洋发展将终止上市并最终注销法人资格。浙江沪杭甬作为存续公司，浙江沪杭甬为此次吸收合并发行的A股股票及原内资股将申 请在上交所主板上市流通。 此次合并的换股比例为1：1.08，即镇洋发展换股股东所持有的每1股镇洋发展A股股票可以换得1.08股浙江沪杭甬本次发行的A股股票。 镇洋发展A股股票、可转债、可转债转股将于9月3日复牌。值得一提的是，公司股票在停牌前一天涨停。 ...

Core Viewpoint - Zhejiang Hu-Hang-Yong Highway Co., Ltd. plans to absorb and merge with Zhejiang Zhenyang Development Co., Ltd. through a share exchange, with the aim of enhancing its business scope and operational efficiency [9][21]. Group 1: Transaction Overview - The transaction involves Zhejiang Hu-Hang-Yong issuing A-shares to exchange for all shares held by Zhenyang Development, leading to Zhenyang's delisting and eventual dissolution [9][21]. - The exchange ratio is set at 1:1.0800, meaning each share of Zhenyang will convert into 1.0800 shares of Zhejiang Hu-Hang-Yong [11][12]. - The A-share issuance price for Zhejiang Hu-Hang-Yong is determined at RMB 13.50 per share, with a premium of 29.83% over Zhenyang's average share price of RMB 11.23 [10][11]. Group 2: Financial Implications - Following the merger, Zhejiang Hu-Hang-Yong will inherit all assets, liabilities, and operations of Zhenyang, thereby expanding its business into the chemical sector [26][27]. - The total number of A-shares to be issued for the merger is approximately 477,246,833 shares, based on Zhenyang's total share capital of 441,895,215 shares [12][21]. - The merger is expected to optimize the governance structure and enhance resource allocation efficiency, thereby strengthening the company's competitive position [27]. Group 3: Shareholder Rights and Obligations - Shareholders of both companies who oppose the merger will have the right to request cash compensation for their shares, with the cash offer being provided by the controlling shareholder, Traffic Group [15][19]. - The merger will not change the actual controller of Zhejiang Hu-Hang-Yong, which remains Traffic Group, ensuring continuity in management and strategic direction [25][26]. - The cash dividend policy post-merger will ensure a minimum annual cash distribution of RMB 0.4100 per share for the next three years, subject to legal and regulatory compliance [25].

Overview of the Merger - The merger involves Zhejiang Huhangyong Expressway Co., Ltd. absorbing Zhejiang Zhanyang Development Co., Ltd. through a share exchange, with Zhejiang Huhangyong as the absorbing party and Zhejiang Zhanyang as the absorbed party [10][23] - After the merger, Zhejiang Zhanyang will terminate its listing and eventually deregister as a legal entity, while Zhejiang Huhangyong will inherit all assets, liabilities, and rights of Zhejiang Zhanyang [10][23] Share Exchange Details - The share exchange ratio is set at 1:1.0800, meaning each share of Zhejiang Zhanyang will be exchanged for 1.0800 shares of Zhejiang Huhangyong [12][13] - The issuance price for Zhejiang Huhangyong's A shares is set at RMB 13.50 per share, with a premium of 29.83% over the average price of Zhejiang Zhanyang's shares [11][12] Financial Implications - As of the signing of the proposal, Zhejiang Zhanyang has a total share capital of 441,895,215 shares, leading to the issuance of approximately 477,246,833 shares of Zhejiang Huhangyong for the merger [13] - The merger is classified as a major asset restructuring, with Zhejiang Huhangyong's total assets exceeding 50% of Zhejiang Zhanyang's total assets as of the end of 2024 [27] Regulatory and Compliance Aspects - The transaction is considered a related party transaction due to both companies being controlled by the same entity, the Transportation Group [27] - The merger does not constitute a restructuring listing, as there has been no change in control within the last 36 months [27] Cash Dividend Policy - Following the merger, Zhejiang Huhangyong plans to implement a cash dividend policy, ensuring a minimum annual cash distribution of RMB 0.4100 per share for the next three years, subject to legal and regulatory compliance [28] Business Impact - The merger is expected to enhance Zhejiang Huhangyong's operational capabilities, as it combines its expressway management expertise with Zhejiang Zhanyang's focus on chemical products, including chlor-alkali products and high-purity hydrogen [28]