Group 1 - The company plans to cancel the supervisory board and transfer its functions to the audit committee of the board of directors, which requires approval from the shareholders' meeting [1][2] - A comprehensive revision of the company's articles of association will be conducted in accordance with the new Company Law and relevant regulations, with the final version subject to approval by market supervision authorities [2] - The company intends to establish and revise several governance systems, including the management system for the departure of directors and senior management, information disclosure management, and external donations and sponsorship management [2][3] Group 2 - The supervisory board will continue to perform its duties in accordance with laws and regulations until the shareholders' meeting approves the cancellation [2] - The revised governance systems will require shareholder approval to take effect, while other systems will become effective upon approval by the board of directors [2] - Detailed documents regarding the newly established and revised governance systems will be published on the Shanghai Stock Exchange website [3]

证券代码：600179 证券简称：安通控股 公告编号：2025-036 安通控股股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 投票股东类型 A 股股东 非累积投票议案 制定、修订部分治理制度的议案》 议案 1-2 和议案 3 分别已于 2025 年 4 月 22 日和 2025 年 7 月 12 日披露 于 《 中 国 证 券 报 》《 上 海 证 券 报 》 和 上 海 证 券 交 易 所 网 站 （http://www.sse.com.cn/） 应回避表决的关联股东名称：无 三、 股东大会投票注意事项 。 重要内容提示： ? 股东大会召开日期：2025年7月28日 ? 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 一、 召开会议的基本情况 (一)股东大会类型和届次 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 7 月 28 日 14 点 00 分 召开地 ...

Core Viewpoint - The company intends to acquire shares of Antong Holdings through its wholly-owned subsidiary, China Foreign Trade Container Transport Co., Ltd., with a total investment not exceeding 1.8 billion RMB, involving multiple related party transactions [1][3][24] Summary by Sections Transaction Overview - The company plans to acquire a total of 7.89% of Antong Holdings' shares, amounting to 333,742,322 shares, through various agreements and transactions [11][24] - The acquisition includes shares from China Orient Asset Management Co., Ltd. and related parties such as China Merchants Port and Guoxin Securities, with a total transaction value of 696 million RMB for 5.14% of shares [2][20] Related Party Transactions - The transactions involve related parties under the control of the State-owned Assets Supervision and Administration Commission, including China Merchants Port and other subsidiaries of China Merchants Group [2][6] - The total amount of the related party transactions does not exceed 5% of the company's latest audited net assets, thus not requiring shareholder approval [2][5] Pricing and Valuation - The shares are being acquired at a price of 3.20 RMB per share, which is consistent with market pricing and determined through negotiations among the parties involved [15][20] - The pricing is deemed fair and reasonable, ensuring no harm to the company's interests or those of its shareholders [15][24] Future Plans - The company plans to further increase its stake in Antong Holdings by an additional investment of no less than 360 million RMB and no more than 720 million RMB within the next 12 months, maintaining a purchase price not exceeding 3.20 RMB per share [3][24] - The company may continue to acquire shares from other entities controlled by China Merchants Group without changing the overall control of Antong Holdings [24]

Core Points - The document outlines the management of resignations for directors and senior management at Antong Holdings Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1][2][3] Group 1: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, effective upon the company's receipt of the notice, with disclosure required within 2 trading days [1][2] - If a director's term ends without re-election, they automatically resign on the date the shareholders' meeting resolution is passed [2] - The company must complete the re-election of directors within 60 days if a resignation leads to a shortfall in the minimum number of directors required by law [1][2] Group 2: Conditions for Resignation - Directors and senior management cannot hold their positions if they fall under certain disqualifying conditions as per laws and regulations [2][3] - If a director or senior management member is disqualified during their term, they must cease their duties immediately, and the company must terminate their position within 30 days [3] Group 3: Post-Resignation Obligations - Resigning directors and senior management must hand over all relevant documents and files within 7 working days after their resignation becomes effective [4] - If there are any outstanding public commitments, the company can require a written plan for fulfillment from the resigning individual [4] Group 4: Confidentiality and Liability - The obligation to maintain confidentiality regarding company secrets continues for six months after resignation [12] - Resigning directors and senior management remain liable for any damages caused by violations of laws or company regulations during their tenure, even after leaving [5] Group 5: Information Disclosure - The company must disclose details regarding the resignation, including the reason, position, and any unfulfilled commitments, in the resignation announcement [18] Group 6: Accountability Mechanism - If a resigning director or senior management fails to fulfill commitments or obligations, the board will review and decide on accountability measures, which may include compensation for losses incurred [19][20]

Core Points - The document outlines the management and operational guidelines for subsidiaries of Antong Holdings Co., Ltd, aiming to enhance internal control and protect the rights of investors [1][2] - It emphasizes the need for subsidiaries to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Group 1: General Provisions - The term "subsidiary" refers to companies established under the overall development strategy of the company, which have independent legal status, including wholly-owned and controlling subsidiaries [1] - Subsidiaries must adhere to the management regulations set by the company regarding governance, related transactions, information disclosure, and financial management [1][2] Group 2: Operational Norms - Subsidiaries are required to establish a sound corporate governance structure and internal management systems based on their characteristics and relevant laws [5] - The company can appoint or recommend directors and supervisors to subsidiaries, with their roles and responsibilities defined by the subsidiary's articles of association [6] Group 3: Financial Management - Financial operations of subsidiaries are managed by the company's finance center, which mandates the use of a unified accounting system and standardized accounting processes [5] - Subsidiaries must prepare financial statements in accordance with the company's consolidated accounting requirements, including balance sheets and cash flow statements [5] Group 4: Investment and Operational Management - Subsidiaries must conduct due diligence and feasibility studies before making investments, ensuring compliance with risk control and investment effectiveness [6][7] - Any external investments or financial activities, such as stock or futures trading, require prior approval from the company [7] Group 5: Development Strategy Management - The development strategies of subsidiaries are to be integrated into the company's overall management, with guidance provided by the company [7] - Significant changes in business scope or operations must be supported by feasibility reports and approved by the company [7] Group 6: Reporting and Information Management - Subsidiary management is responsible for regular reporting to the company on operational plans and significant developments [8] - Subsidiaries must report any major events that could impact the company's stock price within one day [8] Group 7: Auditing - The company may conduct audits of subsidiaries based on risk assessments and management needs, covering compliance with laws and internal regulations [9] - Subsidiaries are required to cooperate with audits and provide necessary documentation [9]

Core Viewpoint - The company has established a comprehensive system for the management and use of raised funds to enhance efficiency and protect investors' rights, in compliance with relevant laws and regulations [1][2][3]. Fund Management - The raised funds refer to money obtained through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2]. - The board of directors is responsible for continuously monitoring the storage, management, and use of raised funds to prevent risks and improve efficiency [3]. - Raised funds must be stored in a special account approved by the board, and cannot be used for non-designated purposes [4][5]. Fund Usage - The use of raised funds must strictly adhere to the promised investment projects, ensuring that funds are used specifically for their intended purposes [11]. - The company must disclose the actual use of raised funds accurately and completely, and any significant deviations from the planned use must be announced promptly [12][13]. - Funds cannot be used for financial investments or to provide benefits to controlling shareholders or related parties [14][15]. Changes in Fund Usage - Any changes in the use of raised funds require board approval, and if the changes are significant, they must also be submitted for shareholder approval [27][28]. - The company must provide detailed reasons for any changes in the investment projects and ensure that new projects align with the company's main business [30][31]. Oversight and Reporting - The financial center is responsible for overseeing the use of raised funds and maintaining detailed records of expenditures [33][34]. - An internal audit department must conduct semi-annual checks on the management and use of raised funds, reporting findings to the audit committee [35][36]. - A special report on the management and use of raised funds must be submitted to the stock exchange within two trading days after board approval [37][38].

General Provisions - The company establishes a system to regulate the deferral and exemption of information disclosure to ensure compliance with legal obligations and protect investors' rights [1] - The board of directors is responsible for the deferral and exemption of information disclosure, organized by the board secretary [1] Deferral and Exemption of Disclosure - Information can be deferred or exempted from disclosure if it involves trade secrets and meets specific conditions, such as potential unfair competition or harm to the company or others' interests [1][2] - If the reasons for deferral or exemption are eliminated, or if the information becomes difficult to keep confidential, timely disclosure is required [2] Management of Deferred or Exempted Information - The board secretary must review and confirm whether the information qualifies for deferral or exemption within two trading days [3] - A specific internal approval process must be followed for deferring or exempting information, including documentation and archiving of approved matters [3] Confidentiality Obligations - The company must take effective measures to prevent the leakage of deferred or exempted information [3][4] - Violations of the disclosure regulations by insiders can lead to penalties imposed by the board of directors [4] Definitions - Trade secrets are defined as non-public information that provides economic benefits and is subject to confidentiality measures [4] - National secrets are defined as information related to national security and interests, restricted to a limited audience [4]

第一章 总则 第一条 为规范安通控股股份有限公司（以下简称"公司"）的重大经营及投 资决策程序，建立系统完善的重大经营及投资决策机制，确保决策的科学、规范、 透明，有效防范各种风险，保障公司和股东的利益，根据《中华人民共和国公司 法》《中华人民共和国证券法》《上海证券交易所股票上市规则》《上海证券交易 所上市公司自律监管指引第 1 号——规范运作》及《安通控股股份有限公司章程》 （以下简称"《公司章程》"）等的规定，并结合公司实际情况制定本制度。 安通控股股份有限公司 第二条 本制度的适用对象为：公司，子公司（含全资子公司、控股子公司）。 第三条 股东会是公司的最高权力机构，董事会应根据股东会的决议，对公 司重大经营和投资管理活动进行决策，总裁负责主持公司日常生产经营管理工作。 第四条 重大经营与投资决策管理的原则：决策科学民主化、行为规范程序 化、投入产出效益化。 第二章 决策范围 第五条 依据本管理制度进行的重大经营及投资事项包括： 本条第（一）项所述购买合同是指公司接受劳务、购买原材料、燃料和动力 等与日常经营相关的资产购买合同；销售合同是指公司提供服务、出售产品、商 品等与日常经营相关的资产出售合同， ...

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [3][4] - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [3][4] - The registered capital of the company is RMB 4,231,526,979 [3][4] Business Objectives and Scope - The company's business objective focuses on market demand, primarily in container shipping logistics, integrating various transportation resources driven by digital technology [5][6] - The approved business scope includes industrial investment, transportation services, logistics distribution, and consulting services [5][6] Shares - The company issues shares in the form of stocks, with each share having a nominal value of RMB 1 [7][8] - The total number of issued shares is 4,231,526,979, all of which are ordinary shares [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, as well as the right to request meetings and access company documents [13][14] - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40][41] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48][49] - Shareholder meetings can be conducted in person or via electronic means, ensuring all shareholders can participate [50][51] Decision-Making and Voting - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][81] - The company must ensure that all resolutions are recorded accurately and that the meeting proceedings are transparent [76][78]

Core Points - The document outlines the information disclosure management measures of Antong Holdings Co., Ltd. to ensure compliance with relevant laws and regulations, protecting investors' rights [1][2] - It emphasizes the importance of timely, truthful, and complete information disclosure by the company and its related parties [2][3] Group 1: Information Disclosure Obligations - Information disclosure obligations apply to the company, its directors, senior management, and significant shareholders [1][2] - Information that may significantly impact stock prices must be disclosed in a timely manner and through designated media [2][4] - The company must ensure that disclosed information is accurate, complete, and not misleading [2][3] Group 2: Disclosure Principles - Information must be disclosed simultaneously to all investors, without preferential treatment [2][3] - Insider information must not be disclosed before it is legally required, and those with access to such information must not engage in insider trading [2][3] - The company can voluntarily disclose information relevant to investors, provided it does not conflict with legally required disclosures [3][4] Group 3: Reporting Requirements - The company is required to prepare and disclose annual and semi-annual reports, including key financial data and significant shareholder information [5][11] - Financial reports must be audited by a qualified accounting firm and approved by the board of directors [5][6] - Any significant changes in the company's operations or financial status must be reported promptly [10][12] Group 4: Media and Communication - The designated media for information disclosure includes the Shanghai Securities Journal and the Shanghai Stock Exchange website [19][20] - The company must ensure that any information disclosed in other media does not precede disclosures in designated outlets [19][20] Group 5: Responsibilities and Compliance - The board of directors is responsible for overseeing information disclosure, with the board secretary managing the process [14][15] - All personnel involved in information disclosure must adhere to confidentiality obligations and comply with legal requirements [46][47] - Violations of disclosure regulations can lead to administrative, civil, or criminal liabilities for responsible parties [51][52]