关于中远海运特种运输股份有限公司 中信建投证券股份有限公司（以下简称"中信建投证券"、"保荐人"）作 为中远海运特种运输股份有限公司（以下简称"中远海特"、"公司"）向特定对 象发行股票的保荐人，根据《证券发行上市保荐业务管理办法》《上海证券交易 中信建投证券股份有限公司 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》 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 11 号——持续督导》等相关规定， 对中远海特 2025 年度融资性对外担保额度事项进行了审慎核查，具体情况如下： 一、担保情况概述 （一）担保的基本情况 计不超过 314,600 万元人民币（或等值其他币种）的融资性对外担保。其中对海 南中远海运沥青运输有限公司等 13 家资产负债率不超过 70%的控股公司提供合 计不超过 64,600 万元人民币（或等值其他币种）的融资性对外担保。中远航运 （香港）投资发展有限公司等 2 家资产负债率超过 70%的控股公司提供合计不超 过 250,000 万元人民币（或等值其他币种）的融资性对外担保。具体情况详见下 表： | | | | | | | 担保额度占 | 担保 | | | | ...

Core Points - The audit committee of China Merchants Heavy Industry Special Transportation Co., Ltd. is established to enhance corporate governance and ensure effective supervision of external and internal audits [1][2] - The committee consists of three to five directors, with a majority being independent directors, and is responsible for overseeing financial reporting and internal controls [1][2][3] Group 1: Committee Structure - The audit committee is chaired by a director with accounting or financial management expertise, elected by committee members [2] - The committee members are elected by the board and serve a term aligned with the board's term [2] - The company must provide necessary working conditions for the audit committee [2] Group 2: Responsibilities and Authority - The audit committee's responsibilities include supervising external and internal audits, reviewing financial reports, and ensuring compliance with laws and regulations [11][12] - The committee must evaluate the independence and professionalism of external auditors and recommend their appointment or dismissal [13][14] - The committee is tasked with assessing the effectiveness of internal controls and reporting any significant deficiencies to the board [16][17] Group 3: Meeting Procedures - The audit committee must hold at least one meeting per quarter, with additional meetings as needed [19][20] - A quorum requires two-thirds of committee members to be present, and decisions are made by majority vote [21][22] - Meeting records must be kept, and members must maintain confidentiality regarding meeting matters [10][11] Group 4: Disclosure Requirements - The company is required to disclose the composition and professional background of the audit committee members [31] - Annual reports must include the audit committee's performance and meeting frequency [32] - Any significant issues identified by the audit committee that meet disclosure standards must be reported promptly [33][34]

General Principles - The purpose of the external guarantee management system is to protect shareholders' interests, regulate the external guarantee behavior of China COSCO Shipping Specialized Carriers Co., Ltd., control operational risks, and promote healthy and stable development of the company [2][3] - External guarantees refer to guarantees, mortgages, or pledges provided by the company and its subsidiaries for others, including guarantees between the company and its subsidiaries [2][3] - All external guarantees must be approved by the company's board of directors or shareholders' meeting, and the company and its subsidiaries are prohibited from providing external guarantees without such approval [2][3][4] Approval and Responsibilities - The Legal and Risk Management Department is responsible for overseeing external guarantees, while the Finance Department handles statistical duties related to these guarantees [4][5] - The external guarantee application department must analyze the creditworthiness of the guaranteed party and assess the associated risks before applying for guarantees [6][7] - External guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require approval from both the board of directors and the shareholders' meeting [7][8] Risk Control and Management - The company and its subsidiaries should not provide guarantees for enterprises without equity relationships or those lacking sustainable operational and debt repayment capabilities [3][9] - The external guarantee management department is responsible for maintaining records of all external guarantees and ensuring timely repayment of debts by the guaranteed parties [12][13] - If a guaranteed party defaults or undergoes bankruptcy, the external guarantee management department must promptly assess the situation and prepare for recovery actions [13] Information Disclosure - The company must disclose external guarantee matters after board approval and report any significant changes in the guaranteed party's financial status [14][15] - Any department involved in external guarantees is responsible for timely reporting and providing necessary documentation for disclosure [14][15] Responsibilities of Personnel - Company directors and senior management are accountable for adhering to the external guarantee management system, and any violations may result in disciplinary actions [15][16] - The board of directors will determine the consequences for individuals responsible for losses or risks associated with external guarantees based on the severity of the situation [15]

董事会薪酬与考核委员会工作规程 第一章 总 则 第一条 为完善中远海运特种运输股份有限公司（以下简称"公司"）公司治理 结构，促进公司规范运作，根据《公司法》、《上市公司治理准则》、《公司章程》 及其他有关规定，并制定本工作规程。 中远海运特种运输股份有限公司 第五条 薪酬与考核委员会设主任一名，由独立董事担任，负责召集与主持委员 会工作。主任由委员过半数选举产生。 第六条 薪酬与考核委员会成员由同届董事会董事组成，并由董事会会议选举产 生，可连选连任，任期与同届董事会任期一致。期间如有委员不再担任公司董事职 务，将自动失去委员资格，应根据第四至五条的规定予以补选。 第七条 公司须为薪酬与考核委员会提供必要的工作条件，薪酬与考核委员会履 行职责时，公司管理层及相关部门须给予配合。 第八条 薪酬与考核委员会下设工作组作为日常办事机构，以公司人力资源部为 牵头单位，负责日常工作联络和会议组织工作。工作组成员无需是薪酬与考核委员会 委员。 第三章 职责权限 第九条 薪酬与考核委员会的职责权限： 第二条 薪酬与考核委员会为董事会下设的专门委员会，对董事会负责。 第三条 薪酬与考核委员会成员须保证足够的时间和精力履行委 ...

中远海运特种运输股份有限公司 董事会提名委员会工作规程 第一条 为规范中远海运特种运输股份有限公司（以下简称"公司"）董事及 高级管理人员的选聘工作，优化董事会及高级管理人员成员的组成，完善公司治 理 结 构， 根据 《中 华 人民 共和 国公司 法》 、《 上市 公司治 理准 则》 、 《 公 司 章 程》及其他有关规定，公司特设立董事会提名委员会，并制定本工作规程。 第二条 提名委员会是董事会下设立的专门机构，对董事会负责。 第三条 提名委员会成员须保证足够的时间和精力履行委员会的工作职责， 勤勉尽责。 第二章 人员组成 第 四条 提 名委员会由 三至 五名董事 组成，其中独立 董事应占 二分之 一以 上。提名委员由董事长、二分之一以上独立董事或三分之一以上董事提名，并由 董事会选举产生。 第五条 提名委员会设主任一名，由独立董事担任，负责主持委员会工作。 主任由委员过半数选举产生。 第一章 总 则 第 六条 提 名委员会成 员由 同届董事 会董事组成 ，并由董事 会会议 选 举产 生 ， 可连 选连 任， 任 期与 同届 董事会 任期 一致 。期 间如有 委员 不再 担 任 董 事 职 务，将自动失去委 ...

General Principles - The strategic decision-making committee is established to enhance the scientific and standardized nature of strategic decisions and improve the company's governance structure [2] - The committee is responsible to the board of directors and must ensure members dedicate sufficient time and effort to their responsibilities [2] Composition of the Committee - The committee consists of three to five directors, nominated by the chairman and independent directors, and elected by the board [4] - The chairman serves as the committee's director, and members are elected for a term aligned with the board's term [5] Responsibilities and Authority - The committee is tasked with researching and proposing suggestions for the company's medium to long-term strategic planning [9] - It evaluates the formulation and execution processes of the strategic planning [9] - The committee also provides recommendations for the company's development goals and major investment decisions [5] Decision-Making Procedures - Meetings can be convened upon the proposal of two or more committee members or at the discretion of the chairman [10] - A quorum of two-thirds of the members is required for meetings, and decisions must be approved by a majority [11] Meeting Protocols - Meetings are primarily held in person but can also be conducted via communication methods such as video or phone conferences [14] - Meeting records and resolutions must be documented and signed by attending members [14] Confidentiality and Documentation - All participants in meetings are bound by confidentiality regarding the matters discussed [19] - Documents related to the committee's activities must be preserved for five years [20]

Core Points - The article outlines the work regulations of the Risk and Compliance Management Committee of China COSCO Shipping Specialized Carriers Co., Ltd, aimed at ensuring the company's sustainable and healthy development through effective risk control and governance [1][2]. Group 1: Committee Structure - The Risk and Compliance Management Committee consists of three to five directors, with independent directors making up more than half and serving as the chairperson [2]. - The chairperson is elected from the committee members and is typically a professional familiar with risk management [2]. - The committee's members serve a term aligned with that of the board of directors, with provisions for re-election [2]. Group 2: Responsibilities and Authority - The committee is responsible for guiding the internal control and risk management systems, evaluating the effectiveness of these systems, and supervising the management's implementation of legal and risk management practices [3][4]. - It reviews significant risk management reports and compliance management reports, providing recommendations for improvements [3]. Group 3: Meeting Procedures - The committee is required to meet at least once a year, with provisions for additional meetings as needed, and meetings can be called by a third of the members or the chairperson [4][5]. - A quorum of at least two-thirds of the members is required for meetings to be valid, and decisions are made based on majority votes [5][6]. - Meeting records must be maintained, detailing attendance, agenda items, and decisions made, ensuring transparency and accountability [6][7].

Core Points - The document outlines the rules for the shareholders' meeting of China COSCO Shipping Specialized Carriers Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] - The company must hold annual and temporary shareholders' meetings, with specific conditions under which temporary meetings can be called [4][5][6] - Legal opinions must be obtained for the meeting's procedures and participant qualifications [6][8] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within a specified timeframe [5][6][7] - The document specifies the notification requirements for shareholders regarding meeting details and proposals [13][15][16] Group 1 - The company must strictly adhere to laws and regulations when convening shareholders' meetings [1][2] - Shareholders' meetings are categorized into annual and temporary meetings, with specific timelines for each [4][5] - Legal opinions are required to validate the meeting's procedures and participant qualifications [6][8] Group 2 - Shareholders with over 10% ownership can request a temporary meeting, and the board has a 10-day response window [5][6] - Notification of meetings must include detailed information about the agenda and voting procedures [13][15] - The document outlines the voting rights and procedures for shareholders during meetings [19][21]

Core Viewpoint - 中远海特 reported strong financial results for the first half of 2025, achieving a revenue of 10.775 billion yuan, a year-on-year increase of 44.05%, and a net profit attributable to shareholders of 0.825 billion yuan, up 13.08% year-on-year, demonstrating the company's resilience in navigating industry cycles [1] Group 1: Financial Performance - The company achieved a revenue of 10.775 billion yuan, reflecting a 44.05% year-on-year growth [1] - The net profit attributable to shareholders was 0.825 billion yuan, representing a 13.08% increase year-on-year [1] - The net profit after deducting non-recurring items was 0.835 billion yuan, showing a significant growth of 52.77% year-on-year [1] Group 2: Fleet and Cargo Structure Optimization - 中远海特 added 28 new vessels, increasing its capacity by approximately 1.48 million deadweight tons, bringing the total fleet to 179 vessels with a combined capacity of 7.6253 million deadweight tons [2] - The company holds leading positions in various vessel types, including semi-submersible ships and multi-purpose heavy-lift vessels, with the multi-purpose pulp carrier fleet ranked second globally [2] - The cargo structure has shifted towards high-value, stable cargo sources, with advanced manufacturing cargo volume increasing by 61% year-on-year [2] Group 3: Project Execution and Market Share - The company successfully executed significant projects in wind power equipment and advanced manufacturing, enhancing its market share and customer loyalty [3] - 中远海特 secured a 10-year pulp transportation project, establishing a stable growth foundation for pulp logistics [3] - The average charter rates for key vessel types showed substantial growth, with semi-submersible ships at $39,480.77 per operating day, up 36.45%, and car carriers at $53,049.58 per operating day, up 67.29% [3] Group 4: Service Innovation and Network Expansion - The company has extended its services from "port-to-port" to "door-to-door" supply chain solutions, improving delivery efficiency [4] - Customized services were launched, including a fast shipping service for pulp trade between the Far East and South America [4] - The company is enhancing its global hub network, focusing on core ports and strategic points to improve operational efficiency [5] Group 5: Future Outlook - 中远海特 aims to strengthen its special vessel fleet and supply chain network, targeting a comprehensive global supply chain solution [6] - The company plans to leverage innovation and digital transformation to drive its upgrade and ensure stable development [6] - The ongoing growth in advanced manufacturing exports and infrastructure projects under the Belt and Road Initiative is expected to provide stable cargo support for special vessel transportation [5]

证券之星消息，中远海特2025年中报显示，公司主营收入107.75亿元，同比上升44.05%；归母净利润 8.25亿元，同比上升13.08%；扣非净利润8.35亿元，同比上升52.77%；其中2025年第二季度，公司单季 度主营收入55.79亿元，同比上升37.76%；单季度归母净利润4.8亿元，同比上升23.15%；单季度扣非净 利润4.86亿元，同比上升102.96%；负债率58.04%，投资收益4833.8万元，财务费用2.72亿元，毛利率 20.5%。 财报数据概要请见下图: 2023 2024 2025 ■ 营业总收入-中报(亿) ■ 单季度营业总收入-第二季度(亿) 一 归母净利润 一 归母净利润-中报(亿) 8.25 同比 +13.08% 单季度归母净利润-第二季度(亿) 4.80 同比 +23.14% 8.24 7.29 6.43 4.79 3.89 2.54 2023 2024 2025 ■ 单季度归母净利润-第二季度(亿) ■ 归母净利润-中报(亿) 一 扣非净利润 一 扣非净利润-中报(亿) 8.35 同比 +52.76% 单季度扣非净利润-第二季度(亿) 4.86 同比 +102.95 ...