股票代码：601000 股票简称：唐山港 唐山港集团股份有限公司 章 程 (2025 年第一次修订) 二零二五年七月 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东会 第一节 股东的一般规定 第二节 控股股东和实际控制人 第三节 股东会的一般规定 第四节 股东会的召集 第五节 股东会的提案与通知 第六节 股东会的召开 第七节 股东会的表决和决议 第五章 公司党委 第六章 董事会 第一节 董事的一般规定 第二节 董事会 第三节 独立董事 第四节 董事会专门委员会 第七章 高级管理人员 第八章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第九章 通知与公告 第一节 通知 第二节 公告 第十章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十一章 修改章程 第十二章 附则 唐山港集团股份有限公司 章 程 第一章 总则 第一条 为维护唐山港集团股份有限公司（以下简称公司）、股东、职工和债权 人的合法权益，坚持和加强党的全面领导，规 ...

Core Points - The internal audit method of Tangshan Port Group Co., Ltd. aims to clarify the objectives, responsibilities, and authority of internal audits, ensuring quality and risk prevention in accordance with relevant laws and regulations [1][2] - The internal audit department operates under the direct leadership of the company's Party Committee and Board of Directors, reporting on its work regularly [2][3] - The audit department has comprehensive responsibilities, including the implementation of national policies, development of internal audit regulations, and conducting audits on financial activities and risk management [3][4] Group 1 - Internal audit is defined as an independent and objective evaluation of financial expenditures, economic activities, internal controls, and risk management within the company [1][2] - The audit department is responsible for creating an annual audit plan and ensuring its implementation, covering all audit subjects within a specified period [7][8] - Auditors must maintain independence and objectivity, and they are prohibited from engaging in activities that could compromise their audit responsibilities [5][6] Group 2 - The audit department has the authority to access all relevant records and materials, and to require cooperation from audited units [4][5] - Audit reports must be submitted to the company's leadership for approval, and audited units are required to respond to findings within a specified timeframe [8][9] - The audit department is responsible for tracking the implementation of audit recommendations and ensuring compliance with corrective actions [9][10] Group 3 - Violations of the internal audit regulations by audited units can result in penalties, including refusal to cooperate or providing false information [10][11] - Internal auditors are also subject to disciplinary actions for failing to adhere to professional standards or for misconduct [11][12] - The internal audit method is subject to interpretation by the audit department and requires approval from the Board of Directors for implementation [12]

Core Viewpoint - The company plans to cancel its supervisory board and amend its articles of association to enhance corporate governance and comply with updated regulations [1][2]. Group 1: Cancellation of Supervisory Board - The company has decided to abolish the supervisory board, transferring its responsibilities to the audit committee of the board of directors [1]. - This decision is based on the need to improve the company's governance structure and align with the latest legal and regulatory requirements [1][2]. Group 2: Amendments to Articles of Association - The amendments to the articles of association include changes to the roles and responsibilities of the board and the legal representative of the company [3][4]. - New provisions have been added to clarify the responsibilities of the legal representative and the company's liability in civil matters [5]. - The articles now specify that shareholders have rights to dividends and other benefits proportional to their shareholdings [7][8]. Group 3: Governance and Compliance - The company emphasizes the importance of adhering to the Party's leadership and maintaining compliance with relevant laws and regulations [2][6]. - The revised articles outline the rights and obligations of shareholders, including the ability to supervise company operations and participate in decision-making [7][8]. - The company has established mechanisms to ensure that major decisions, such as capital increases and external guarantees, require shareholder approval [16][17].

唐山港集团股份有限公司 非日常经营交易事项决策制度 第一条 为促进公司健康稳定发展，控制公司经营风险，使公司规范运作，根据 《中华人民共和国公司法》《上海证券交易所股票上市规则》《唐山港集团股份有限 公司章程》 （以下简称《公司章程》）及相关法律法规的规定，特制定本制度。 第二条 本制度适用于公司下列非日常经营交易事项的决策： 第三条 公司日常经营经常性发生的交易行为、关联交易行为、对外担保行为以 及融资行为的决策按照公司相应的制度执行，不适用本制度规定。 第四条 公司非日常经营交易事项应综合考虑下列标准确定相应的决策程序： 最近一期经审计总资产的比例； 者为准）占公司最近一期经审计的净资产的比例； 产的比例； 会计年度经审计营业收入的比例； 计年度经审计净利润的比例。 如果某项交易所涉及的交易标的在客观上同时存在前款所规定的所有计算标准， 则应同时考虑客观存在的所有计算标准确定相应的决策程序；除此以外，则应根据 实际存在的计算标准确定相应的决策程序。 第五条 公司进行除提供财务资助以外的非日常经营交易事项，所涉及的交易标 的按照第四条所规定的计算标准计算，任何一项标准均未达到 0.5%的，由总经理审 批决定 ...

唐山港集团股份有限公司 董事和高级管理人员持有和买卖本公司股票 管理制度 第一章 总则 第一条 为加强唐山港集团股份有限公司(以下简称本公司或公司)对董事和高 级管理人员所持本公司股份及其变动的管理，根据《中华人民共和国公司法》 （以下 简称《公司法》）、 《中华人民共和国证券法》 （以下简称《证券法》）、 《上市公司股东 减持股份管理暂行办法》 《上市公司董事和高级管理人员所持本公司股份及其变动管 理规则》《上海证券交易所上市公司自律监管指引第 15 号——股东及董事、高级管 理人员减持股份》 第四条 公司董事会秘书负责管理公司董事和高级管理人员的身份及所持本公 司股份的数据和信息，统一为以上人员办理个人信息的网上申报，每季度检查其买 卖本公司股票的披露情况。发现违法违规的，应当及时向中国证监会、上海证券交 易所（以下简称上交所）报告。 第五条 公司董事和高级管理人员应当及时向公司报送个人持股基础信息，并及 时告知公司已发生或者拟发生的信息变更情况，积极配合公司做好信息填报及更新 维护工作。 第六条 公司董事和高级管理人员应当在下列时间内委托公司通过上交所网站 申报其个人、配偶、父母、子女及为其持有股票的账 ...

General Principles - The purpose of the system is to regulate the temporary suspension and exemption of information disclosure by Tangshan Port Group Co., Ltd., ensuring compliance with legal obligations and protecting investors' rights [1][2] - The system is based on relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [1] Scope of Disclosure Suspension and Exemption - The company can suspend or exempt disclosure of information that falls under specific circumstances defined by the Stock Listing Rules and other regulations [2] - Information involving state secrets or commercial secrets can be exempted from disclosure if it meets certain criteria [2][3] Conditions for Suspension and Exemption - Information must not have been leaked, and insiders must commit to confidentiality [3] - The company must ensure that there is no abnormal trading of its stocks or derivatives during the suspension period [3] Procedures and Accountability - The company must carefully determine the necessity of suspension or exemption and take measures to prevent information leakage [4] - A registration form must be filled out and approved by the board secretary and chairman for any suspended or exempted information [4][5] Reporting and Disclosure Obligations - The company must report any suspended or exempted disclosures to the relevant regulatory bodies within ten days after the publication of periodic reports [5][6] - If the reasons for suspension or exemption are resolved, the company must disclose the information promptly [6] Confidentiality and Insider Trading - Individuals with access to suspended or exempted information are required to sign confidentiality agreements and are prohibited from insider trading [5][6] - The company has established a mechanism for accountability regarding breaches of these confidentiality obligations [6][7] Additional Provisions - Any matters not covered by this system will be governed by relevant laws and the company's articles of association [8] - The rules take effect upon approval by the board of directors and will be revised as necessary [9]

Core Points - The article outlines the implementation details of the Compensation and Assessment Committee of Tangshan Port Group Co., Ltd, aimed at enhancing the company's governance structure and management system [1][2] - The committee is responsible for reviewing the performance and compensation of directors and senior management, providing recommendations to the board [1][2][3] Group 1: General Provisions - The Compensation and Assessment Committee is established according to the company's articles of association and relevant regulations [1] - The committee consists of three members, with a majority being independent directors [2] Group 2: Responsibilities and Authority - The committee's main responsibilities include researching assessment standards, reviewing compensation policies, conducting annual performance evaluations, and proposing compensation plans to the board [3][4] - The committee must submit compensation plans for directors to the board for approval before presenting them to the shareholders' meeting [4] Group 3: Operational Procedures - The Human Resources Department serves as the daily operational body for the committee, providing necessary data and preparing meetings [6] - The committee evaluates directors and senior management based on performance standards and submits proposals to the board for approval [6][8] Group 4: Meeting Rules - Meetings are convened by the committee chair, with a requirement of two-thirds attendance for decisions to be valid [8][9] - Meeting records must be kept for at least ten years, and confidentiality is required from all attendees [9][10]

Core Points - The article outlines the work regulations of the Audit Committee of Tangshan Port Group Co., Ltd. to enhance corporate governance and internal control [2][3] - The Audit Committee is responsible for overseeing the preparation and disclosure of the annual report, ensuring compliance with relevant laws and regulations [2][3] - Confidentiality obligations are emphasized for committee members during the annual report preparation and review process [2][3] Section 1: General Provisions - The purpose of the work regulations is to promote standardized operations and improve the governance mechanism of the company [2] - The Audit Committee must diligently perform its duties to protect the overall interests of the company [2] Section 2: Management Regulations for Annual Report Work - The Audit Committee has several key responsibilities, including coordinating the audit schedule with the accounting firm, reviewing financial information, and supervising the audit process [3] - The committee must ensure timely submission of audit reports and maintain written records of their oversight actions [3] - Prior to the auditor's engagement, the committee reviews financial statements and significant financial reporting matters, forming written opinions [3] - After the audit is completed, the committee reviews and votes on the financial report, submitting resolutions to the board along with the auditor's summary report [3] Section 3: Special Considerations - The committee must pay special attention to any changes in the auditing firm during the audit period, ensuring proper evaluation and disclosure of the reasons for any changes [4] - When renewing the auditor for the next year, the committee must provide a comprehensive evaluation of the auditor's performance and quality [4][5]

Core Points - The document outlines the rules and procedures for the shareholders' meetings of Tangshan Port Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: General Provisions - The rules aim to clarify the responsibilities and powers of the shareholders' meeting, standardize its organization and behavior, and protect the legal rights of all shareholders [1]. - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings, ensuring shareholders can exercise their rights [2]. - The location for the shareholders' meeting can be the company's registered address or another specified location [1]. Group 2: Nature and Powers of the Shareholders' Meeting - The shareholders' meeting is the company's decision-making body, composed of all shareholders who hold shares legally [6]. - The meeting has the authority to elect and replace directors, approve profit distribution plans, and make decisions on significant corporate actions such as mergers and capital changes [9][10]. Group 3: Meeting Convening Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances [11][12]. - Independent directors can propose temporary meetings, and if the board does not respond within ten days, the audit committee can convene the meeting [13][14]. Group 4: Proposals and Notifications - Proposals must fall within the powers of the shareholders' meeting and be submitted in writing [19][20]. - Notifications for the annual meeting must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [23][24]. Group 5: Voting and Resolutions - Each share carries one vote, and the meeting must ensure that the voting process is transparent and fair, especially for significant matters affecting minority investors [51][52]. - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions needing a two-thirds majority [64][66]. Group 6: Meeting Records and Announcements - The meeting records must include details such as the time, location, attendees, and voting results, and these records must be preserved for at least ten years [70][72]. - The results of the resolutions must be announced promptly, including details on any related party transactions and the voting outcomes [77][78].

Core Viewpoint - The document outlines the management system for related party transactions of Tangshan Port Group Co., Ltd, emphasizing the need for legality, necessity, and fairness in such transactions to protect the interests of shareholders and the company [2][4]. Group 1: General Principles - The company aims to strengthen the management of related party transactions, clarifying responsibilities and ensuring compliance with relevant laws and regulations [2]. - Related party transactions must maintain the company's independence and not be used to manipulate financial indicators or harm the company's interests [2][3]. - Transactions between the company's subsidiaries and related parties are treated as company actions and must adhere to the established decision-making and disclosure procedures [3] Group 2: Definition of Related Party Transactions - Related party transactions include resource or obligation transfers between the company and its related parties, covering various types such as asset purchases or sales [4][5]. - The company distinguishes between temporary and daily related party transactions, with the former requiring individual review and disclosure [5]. Group 3: Identification of Related Parties - Related parties include both legal entities and natural persons that have control or influence over the company [6][7]. - Specific criteria are established for identifying related legal entities and natural persons, including ownership stakes and management positions [6][8]. Group 4: Management Responsibilities - The chairman and general manager are the primary responsible persons for managing related party transactions, with the finance director and board secretary directly responsible [11]. - The board secretary's office coordinates related party transaction management, including compliance with regulatory requirements and maintaining a list of related parties [12][13]. Group 5: Pricing Principles and Methods - Related party transactions must be documented in written agreements that specify pricing policies and key terms [18]. - Pricing should be fair and based on government pricing, market prices, or reasonable cost-plus methods when independent market prices are unavailable [19][20]. Group 6: Decision-Making and Disclosure Procedures - Transactions exceeding specified thresholds require independent board approval and timely disclosure [21][22]. - The company must assess the necessity and reasonableness of transactions, ensuring transparency and compliance with regulatory standards [25][26]. Group 7: Information Disclosure - The board secretary's office is responsible for drafting and disclosing related party transaction announcements in accordance with regulatory requirements [34]. - Specific transactions must be disclosed based on their monetary value and impact on the company's audited net assets [35][36]. Group 8: Miscellaneous Provisions - The document specifies that the rules apply from the date of approval by the company's shareholders and outlines the responsibilities for interpretation [41][42].