吉林高速公路股份有限公司 信息披露暂缓与豁免管理制度 （2025年8月26日 经公司第四届董事会第六次会议审议通过） 第一条 为了规范吉林高速公路股份有限公司（以下简 称公司）和其他信息披露义务人信息披露暂缓、豁免行为， 督促公司依法合规履行信息披露义务，保护投资者的合法权 益，根据《中华人民共和国保守国家秘密法》《中华人民共 和国证券法》（以下简称《证券法》）、《上市公司信息披 露管理办法》 《上市公司信息披露暂缓与豁免管理规定》 海证券交易所股票上市规则》（以下简称《股票上市规则》） 以及《公司章程》等法律、行政法规和规章，制定本制度。 第二条 公司和其他信息披露义务人暂缓、豁免披露临 时报告，在定期报告、临时报告中豁免披露中国证券监督管 理委员会（以下简称中国证监会）和上海证券交易所规定或 者要求披露的内容，适用本制度。 第三条 公司和其他信息披露义务人应当真实、准确、 完整、及时、公平地披露信息，不得滥用暂缓或者豁免披露 规避信息披露义务、误导投资者，不得实施内幕交易、操纵 市场等违法行为。 公司和其他信息披露义务人应当审慎确定信息披露暂 缓、豁免事项，履行内部审核程序后实施。暂缓、豁免事项 的范围原 ...

General Overview - The document outlines the work system for the Secretary of the Board of Jilin Expressway Co., Ltd, aiming to enhance corporate governance and standardize the appointment, duties, training, and evaluation of the board secretary [1][11]. Appointment - The board must appoint a board secretary within three months after the company's initial public offering or within three months after the previous secretary's departure [2]. - The board secretary must possess good professional ethics, relevant financial, management, and legal knowledge, work experience, and a qualification certificate recognized by the Shanghai Stock Exchange [2]. - Individuals with specific disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, cannot serve as board secretary [2][4]. Responsibilities - The board secretary is responsible for managing information disclosure, coordinating investor relations, organizing board and shareholder meetings, and ensuring compliance with legal and regulatory requirements [6][7]. - The secretary must also assist in strengthening corporate governance mechanisms and managing shareholder information [7][8]. - The board secretary has the authority to report any obstruction in performing duties directly to the Shanghai Stock Exchange [8][9]. Training - Candidates for the board secretary position must undergo training recognized by the Shanghai Stock Exchange, with a minimum of 36 hours of coursework [10]. - The board secretary is required to participate in follow-up training at least once every two years [10]. Disciplinary Actions - Violations of the work system or relevant regulations can lead to disciplinary actions from the Shanghai Stock Exchange, including public criticism or disqualification from serving as a board secretary [10][29]. - If publicly recognized as unfit for the role, the board secretary's qualification certificate will be revoked [29].

New Consumption - The company achieved total operating revenue of 1.769 billion yuan in H1 2025, a year-on-year increase of 30.83% [2][8] - The total profit reached 241 million yuan, up 7.17% year-on-year, while the net profit attributable to shareholders was 186 million yuan, reflecting a growth of 5.21% [2][10] - The main brand, Marubi, maintained its position as the "No. 1 domestic brand in eye care" and the PL brand won the "Most Influential Makeup and Fragrance Brand" award [2][9] Machinery/Building Materials - The company reported operating revenue of 161 million yuan in H1 2025, a significant increase of 51.66% year-on-year, with a net profit of 23 million yuan, up 199.23% [12][15] - The balance machine business showed steady growth, while automation equipment and software information systems contributed significantly to performance [13][15] - The company is recognized as a leader in domestic balance machines, with new orders expected to increase as the company expands into high-end equipment manufacturing markets [15] Transportation - The company achieved approximately 766 million yuan in revenue in H1 2025, a decrease of 8.57% year-on-year, while the net profit was approximately 532 million yuan, an increase of 20.51% [16][17] - The main business of highways remains stable, with a significant increase in net profit in Q2 2025 due to the recovery of previously provisioned losses [16][17] - The company plans to distribute a cash dividend of 0.15 yuan per share, indicating a commitment to shareholder returns [16][18] North Exchange - The company reported revenue of 237 million yuan in H1 2025, a year-on-year increase of 7%, with a net profit of 52.68 million yuan, up 14% [20][21] - The domestic revenue grew by 31%, while overseas revenue faced challenges [21] - The company is actively developing new products in nuclear power and data center sectors, which are expected to drive future growth [21][22] Hydraulic Industry - The company achieved revenue of 344 million yuan in H1 2025, a year-on-year increase of 13%, with a net profit of 67.32 million yuan, up 40% [31][32] - The growth was driven by strong demand for dump truck cylinders and oil-gas springs, with significant improvements in gross margins [32][33] - The company is expanding into new fields such as autonomous driving and industrial robotics, indicating a strategic shift towards innovative applications [34][35]

Core Points - The document outlines the management measures for the selection of accounting firms by Jilin Expressway Co., Ltd, aiming to standardize the process and protect the interests of the company and its shareholders [1][14] - The selection process involves multiple layers of approval, including the audit committee and the board of directors, ensuring independence from the controlling shareholders [2][8] - The audit committee is responsible for overseeing the selection and evaluation of accounting firms, including establishing policies and procedures for the selection process [6][12] - The document specifies the qualifications required for accounting firms, including independent legal status and compliance with relevant regulations [5][10] - The selection methods include competitive negotiation, public bidding, and invitation bidding, with a focus on transparency and fairness [11][12] - The evaluation criteria for accounting firms emphasize quality management, with a minimum weight of 40% for quality management level in the scoring system [12][13] - Continuous appointment of the same accounting firm is limited to a maximum of eight years, with conditions for extension [8][10] - The document mandates disclosure of the accounting firm's performance and audit fees in annual financial reports [25][26] - The company must maintain strict information security measures during the selection process to prevent data leaks [29][30]

Core Points - The document outlines the development strategy management system of Jilin Expressway Co., Ltd, aiming to enhance strategic management and ensure sustainable development [1][2][3] Group 1: General Principles - The development strategy management system applies to the company and its wholly-owned and controlling subsidiaries, with reference for joint ventures [1] - The development strategy refers to the long-term direction, goals, and overall plans established to adapt to environmental changes [1] - The management of development strategy includes formulation, implementation, evaluation, and adjustment [1] Group 2: Management Structure and Responsibilities - The shareholders' meeting is the highest decision-making body for development strategy management, responsible for final approval [2] - The board of directors acts as the daily decision-making body, with responsibilities including decision-making and strategic recommendations [2][3] - The strategic committee under the board of directors is tasked with providing decision-making suggestions and evaluating results [2] Group 3: Strategy Formulation - The formulation of the development strategy should involve interaction between all levels and consider external and internal factors [3] - The strategy is typically drafted by the company, but the board may decide to commission external research institutions if necessary [3] - The strategy must analyze macroeconomic policies, market demand changes, technological trends, and competitive landscape to ensure feasibility [3] Group 4: Strategy Implementation - Once the development strategy is established, an appropriate organizational structure must be created to support its execution [3] - The general manager's office is responsible for breaking down the strategy into tasks for relevant units, which must submit detailed implementation plans for approval [3] - The company emphasizes the importance of internal communication and training to ensure the strategy is effectively disseminated [3] Group 5: Strategy Evaluation and Adjustment - Regular evaluations of the development strategy are necessary to monitor execution and identify issues for timely adjustments [4] - Evaluation reports assess the effectiveness of strategy communication, implementation, and goal achievement [4] - Adjustments to the strategy require the same approval process as its formulation and must be based on significant environmental changes or strategic shifts [4]

Core Points - The document outlines the management system for subsidiaries of Jilin Expressway Co., Ltd, aiming to enhance control mechanisms and operational efficiency while safeguarding investor rights [1][2][3] Group 1: General Principles - The management system is established to strengthen the control over subsidiaries, improve operational efficiency, and maintain the overall image of the listed company [1] - The system applies to the company and its wholly-owned subsidiaries, with guidelines for controlling and managing holding and equity investee companies [1][2] Group 2: Management Responsibilities - The General Manager is responsible for leading subsidiary management, while relevant departments provide guidance and supervision [2] - The Capital Operations Department manages subsidiary affairs, including information management and performance evaluation [2][3] Group 3: Management Content - The company exercises shareholder rights through board appointments and strategic decision-making for wholly-owned and holding subsidiaries [3][4] - Subsidiaries must establish a governance structure and operate independently while adhering to the company's regulations [3][4] Group 4: Personnel Appointment and Performance Evaluation - The company appoints directors to subsidiaries, ensuring that management personnel are recommended or appointed according to the subsidiary's regulations [4][5] - Performance evaluations for subsidiaries are based on key performance indicators, including revenue and cash flow [8][9] Group 5: Financial Management - Subsidiaries must establish financial management systems that comply with the company's standards and report financial performance regularly [11][12] - The company conducts audits and supervises financial activities to ensure compliance and prevent misconduct [12][13] Group 6: Information Management - Subsidiaries are required to provide timely and accurate information that may impact the company's image and must report significant events promptly [12][13] - Regular reporting includes monthly and quarterly financial statements and operational summaries [12][13] Group 7: Profit Distribution Management - Subsidiaries must follow legal and company regulations for profit distribution, with a focus on cash dividends when conditions allow [17][18] - The profit distribution policy must consider various factors, including industry characteristics and financial health [17][18]

Core Viewpoint - The document outlines the external investment management system of Jilin Expressway Co., Ltd., aiming to strengthen internal controls, standardize investment behaviors, reduce investment risks, and enhance economic benefits while protecting the rights of the company and its shareholders [1]. Investment Plan Management - The annual investment plan should align with the company's development strategy and financial budget, and any investment projects not included in the plan are generally not permitted [2][3]. - The annual investment plan includes key aspects such as investment direction, scale, structure, funding sources, and major project details [2][3]. External Investment Management - External investment refers to the company's activities to invest monetary funds, equity, or assessed assets to obtain future returns [4]. - The decision-making bodies for external investments are the shareholders' meeting and the board of directors, with specific approval authority based on the asset value involved [6]. Investment Approval Principles - The company implements a professional management and hierarchical approval system for external investments, with the board of directors approving investments involving assets not exceeding 10% of the latest audited total assets [6]. - Investments are categorized into short-term and long-term, with specific definitions and management processes for each type [10]. Financial Management and Auditing - The financial management department is responsible for comprehensive financial records of external investments, ensuring detailed accounting and timely reporting of financial conditions from invested entities [20][29]. - Regular audits are conducted for wholly-owned or controlled subsidiaries to ensure compliance with accounting policies and financial management standards [29]. Other Provisions - The company is obligated to fulfill information disclosure duties regarding investment matters as per relevant laws and regulations [21]. - Violations of the investment management system will result in accountability measures [38].

第五条 资本运营部为筹资活动的日常管理部门，负责 银行借款、发行公司股票、债券、中期票据、短期融资券等 有关业务活动。 第六条 筹资业务的授权人和执行人、会计记录人之间 应相互分离。 第七条 资本运营部指定专人负责保管与筹资活动有 关的文件、合同、协议、契约等相关资料。 吉林高速公路股份有限公司 筹资管理制度 （2025年8月26日 经公司第四届董事会第六次会议审议通过） 第一章 总则 第一条 为了加强公司对筹资业务的内部控制，防范筹 资风险，降低筹资成本，根据《公司法》、财政部《企业内 部控制基本规范》、《上海证券交易所股票上市规则》等法 律法规和《公司章程》的有关规定，结合公司的具体情况， 制定本制度。 第二条 本制度所称筹资，是指公司为了满足生产经营 发展需要，通过银行借款或者发行股票、债券、中期票据、 短期融资券等形式筹集资金的活动。 第三条 筹资的原则：遵守国家法律法规的原则、统一 筹措分级使用的原则、合理权衡降低成本的原则、适度负债 防范风险的原则。 第四条 适用范围：公司本部及分公司；全资子公司、 控股子公司据此制定制度并通过内部决策程序审批后执行； 参股公司可参照执行。 第二章 发行股票筹资 ...

Core Points - The document outlines the external donation management system of Jilin Expressway Co., Ltd, aimed at enhancing internal control over donations and fulfilling social responsibilities [1][2] - The system applies to the company and its wholly-owned subsidiaries, with guidelines for controlling donations to ensure they are used for public welfare and not for direct business activities [1][2] Management Responsibilities - The Chairman of the Board is responsible for leading the external donation management [4] - The Comprehensive Office is designated as the daily management department for donation matters, overseeing the planning and execution of donation activities [4][5] General Provisions for External Donations - Donations must not lead to company losses or affect normal operations, except in special circumstances [2] - The types of assets eligible for donation include cash and physical assets, while certain assets like fixed assets and those with unclear ownership are excluded [2][5] - Donations can support various public welfare initiatives, including sports, environmental protection, and aid for disadvantaged groups [2][5] Donation Process - The donation process involves understanding the donor's intentions, negotiating terms, and preparing a donation agreement that includes key details such as amount and purpose [11][12] - The agreement must be reviewed for legality and compliance before being signed by both parties [4][12] Beneficiaries of Donations - Eligible beneficiaries include public welfare organizations, non-profit institutions, and individuals in need, while donations to entities with a controlling relationship to the company are prohibited [12][13] Planning and Reporting - The Comprehensive Office is responsible for planning donations and ensuring compliance with agreements, with reports on execution submitted to the Board [5][6] - All donation activities are subject to annual financial audits and must be reported to shareholders [19][20] Legal Compliance - The donation management system is subject to relevant laws and regulations, with the Board responsible for its interpretation and revision [22][23]

Core Viewpoint - The article outlines the investor relations management system of Jilin Expressway Co., Ltd., emphasizing the importance of protecting the rights of investors, especially minority shareholders, and enhancing communication between the company and its investors to improve corporate governance and overall value [1][2]. Group 1: General Principles - The investor relations management aims to facilitate the exercise of shareholder rights, ensure information disclosure, and enhance communication with investors [1]. - The basic principles of investor relations management include compliance, equality, proactivity, and honesty [2][3]. Group 2: Organizational Structure and Responsibilities - The board of directors is the decision-making body for investor relations management, with the chairman being the primary responsible person and the board secretary directly overseeing the activities [4]. - The audit and legal compliance department is responsible for the specific tasks related to investor relations management, including information disclosure and communication with investors [7]. Group 3: Communication and Interaction - The company should utilize multiple channels and platforms for investor relations management, including the official website, new media, and various meetings to facilitate communication [9][10]. - Regular performance briefings and investor meetings should be held to explain the company's situation and address investor concerns [10][11]. Group 4: Handling Investor Complaints and Emergencies - The company must establish a mechanism for handling investor complaints and respond appropriately to investor requests [14][30]. - In the event of negative media coverage or regulatory penalties, the investor relations department must take immediate action to assess the situation and communicate with investors [15][17].