Core Viewpoint - The document outlines the external investment management measures of Hengtong Logistics Co., Ltd., emphasizing the need for control, risk prevention, and efficiency in external investments. Group 1: General Principles - The purpose of the management measures is to strengthen control over external investments, standardize investment behavior, prevent risks, ensure safety, and improve investment efficiency [1][2] - External investments include financial asset investments and long-term equity investments, with specific definitions provided for each type [3] - The management principles include legality, adaptability to company strategy, optimization of investment portfolio, and maximum risk control [4] Group 2: Authorization and Approval - External investments must comply with relevant laws and company regulations, with significant investments requiring approval from the general manager, chairman, board of directors, or shareholders [6][7] - The general manager is responsible for organizing feasibility studies and evaluations of investment projects [8] Group 3: Feasibility Research and Decision-Making - A proposal for external investment must be prepared, including analysis and due diligence on the creditworthiness of the target company [12][13] - Collective decision-making is required for external investments, with the general manager responsible for implementing approved investment plans [15][16] Group 4: Execution of Investments - An implementation plan for external investments must be established, detailing funding amounts, methods, and responsible personnel [18] - The company is prohibited from using credit funds for trading stocks or lending funds for stock trading [19] Group 5: Monitoring and Management - Relevant departments must track the financial and operational status of invested companies and report any anomalies [21][22] - The finance department is responsible for controlling investment returns and ensuring all income is accounted for [24] Group 6: Disposal Control - The recovery, transfer, and write-off of investments must be collectively decided by the shareholders, board of directors, or general manager [26] - Transfer prices for investments must be evaluated by qualified institutions before approval [27] Group 7: Supervision and Inspection - An internal supervision system is established to check various aspects of external investments, including decision-making and financial status [30][31] Group 8: Information Disclosure - The company must fulfill its information disclosure obligations according to laws and regulations [32][33] Group 9: Accountability - Directors and management must carefully control investment risks and are held accountable for any violations or improper investment actions [34][35]

Core Points - The establishment of a special meeting system for independent directors aims to enhance their decision-making, supervision, and professional consulting roles within the company [1][2] - The independent directors' special meetings will be convened as needed to discuss specific matters requiring their attention [3][4] - Independent directors must reach a majority agreement before exercising certain special powers, including hiring external consultants and proposing meetings [2][5] Group 1 - The independent directors' special meeting is defined as a meeting attended solely by independent directors to fulfill their responsibilities [1] - The company must disclose the decisions made by independent directors during these meetings, including any inability to exercise their powers [2][3] - Specific matters requiring discussion at the special meetings include related party transactions and changes to commitments [2][5] Group 2 - The meetings must be documented accurately, reflecting the opinions of the attending independent directors [3][4] - The company is responsible for providing necessary conditions for the meetings, including covering associated costs [3][4] - Meetings can be held in person or through various communication methods, with prior notice required [4][5] Group 3 - A quorum for the special meetings requires the presence of more than half of the independent directors [5] - Independent directors have the right to delegate their voting power to another independent director if necessary [5] - All resolutions made during the meetings must be approved by a majority of the independent directors to be valid [5]

Core Points - The document outlines the working rules for the Secretary of the Board of Hengtong Logistics Co., Ltd, aiming to promote standardized operations and enhance the role of the board secretary [1] - The board secretary is a senior management position responsible for legal obligations and enjoys corresponding rights and remuneration [1][2] - The document specifies the qualifications, appointment, responsibilities, and legal liabilities of the board secretary [2][6] Section 1: General Provisions - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, responsible for information disclosure [1] - The document is based on the Company Law and other relevant regulations, tailored to the company's actual situation [1] Section 2: Qualifications and Appointment - The board secretary must have at least a college degree and over three years of experience in secretarial, management, or equity affairs [2] - Individuals with certain disqualifying conditions, such as recent administrative penalties from the China Securities Regulatory Commission, cannot serve as board secretary [2][3] Section 3: Responsibilities - The board secretary is responsible for timely communication with regulatory bodies and managing information disclosure [4][5] - Duties include organizing board meetings, maintaining shareholder records, and ensuring compliance with securities laws [4][5][6] - The board secretary must provide consultation and advice for major decision-making processes within the board [5] Section 4: Legal Responsibilities - The board secretary has a duty of integrity and diligence, adhering to laws and regulations while protecting the company's interests [6][7] - Specific prohibitions include misappropriating company assets and disclosing confidential information [7][8] Section 5: Miscellaneous - The document stipulates that any unresolved matters should be handled according to the Company Law and relevant regulations [10] - The rules will take effect upon approval by the board of directors [10]

General Principles - The rules are established to standardize the decision-making behavior of the board of directors, ensuring legality, scientific basis, and institutionalization in accordance with the Company Law of the People's Republic of China and the company's articles of association [2][3] - The board of directors is a permanent executive body responsible to the shareholders' meeting and exercises powers granted by laws, regulations, and the company's articles of association [2][3] Board Composition and Meetings - The board consists of one chairman elected by a majority of the directors, with the board secretary responsible for organizing and coordinating meetings [2][3] - Regular meetings are held twice a year, while temporary meetings can be called under specific conditions, requiring the presence of more than half of the directors [4][5] Meeting Notifications - For regular meetings, notifications must be sent in writing ten days in advance, while temporary meetings require a three-day notice, with provisions for urgent situations [4][5] - Important matters requiring board decisions must be communicated to independent directors in advance, allowing them to request additional information if necessary [4][5] Decision-Making Authority - The board has the authority to convene shareholder meetings, execute resolutions, determine operational plans, and make significant investment decisions [6][7] - Certain transactions, such as those involving assets exceeding 10% of the company's audited total assets, require board discussion and resolution [7][8] Voting and Resolutions - Resolutions require a majority vote from all directors, with specific provisions for external guarantees and financial assistance transactions needing a two-thirds majority [9][10] - Directors must express clear voting intentions, and any violations of laws or regulations resulting in economic losses may lead to joint liability for the approving directors [9][10] Meeting Records and Documentation - Meetings must be recorded, including details such as time, location, attendees, agenda, and voting results, with records maintained for at least ten years [12][13] - The board secretary is responsible for preserving meeting records and ensuring compliance with the company's articles of association [12][13] Authority During Intervals - During intervals between board meetings, the chairman and the general manager exercise their respective powers as defined in the company's articles of association [13]

Core Points - Hengtong Logistics Co., Ltd. is established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 30 million shares on June 9, 2015, and was listed on the Shanghai Stock Exchange on June 30, 2015 [1][3] - The registered capital of the company is RMB 714.187046 million [2] Company Overview - The company is located in Longkou Economic Development Zone, Yantai City, Shandong Province, with a postal code of 265700 [2] - The company operates as a permanent joint-stock company [2] Corporate Governance - The chairman of the board serves as the legal representative of the company, and the company must appoint a new legal representative within 30 days if the current one resigns [2] - The company’s assets are divided into equal shares, and shareholders are liable for the company's debts only to the extent of their subscribed shares [2][3] Business Objectives and Scope - The company's business objective is to develop pragmatically, innovatively, and efficiently [4] - The company is involved in various business activities, including road freight transportation, construction engineering, and sales of automotive parts [4] Share Issuance and Management - The company's shares are issued in the form of stocks, and all shares of the same category have equal rights [5][6] - The total number of shares issued by the company is 714.187046 million, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend shareholder meetings, supervise the company's operations, and transfer their shares [8][9] - Shareholders must comply with laws and regulations, pay their subscribed capital, and cannot withdraw their shares except as provided by law [12] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [15][16] - Shareholder meetings can be conducted in person or through electronic means, ensuring accessibility for all shareholders [16][21] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a majority and special resolutions requiring a two-thirds majority of the votes cast [78][80] - Shareholders with more than 5% of voting shares must report any pledges of their shares to the company [42]

Core Points - The document outlines the management system for the resignation of directors and senior management personnel at Hengtong Logistics Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2][3] Chapter Summaries Chapter 1: General Provisions - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - It applies to resignations due to various circumstances such as expiration of term, voluntary resignation, or dismissal [1] Chapter 2: Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written resignation report, which must include reasons for resignation and any ongoing commitments [2][3] - The resignation takes effect on the day the company receives the resignation report [2] Chapter 3: Handover Procedures and Unresolved Matters - Resigning personnel must hand over all relevant documents and unresolved matters within five working days after resignation [3][4] - If the departing personnel were involved in significant decisions, an audit may be initiated by the audit committee [4] Chapter 4: Obligations of Departing Directors and Senior Management - Departing personnel must not interfere with the company's operations or harm the interests of the company and its shareholders after leaving [4][5] - Confidentiality obligations regarding trade secrets and insider information remain effective post-resignation [4][5] Chapter 5: Accountability Mechanism - The board of directors will review and determine accountability for any losses caused by departing personnel due to violations of laws or regulations [6][7] - Departing personnel can appeal civil liability decisions within 15 days of notification [6][7] Chapter 6: Supplementary Provisions - The system becomes effective upon approval by the board of directors and will be modified as necessary [8][9]

Core Viewpoint - Hengtong Co., Ltd. reported a significant decline in revenue for the first half of 2025, primarily due to strategic adjustments in its LNG business, while net profit showed growth [1] Financial Performance - The company achieved an operating income of 669 million yuan, a year-on-year decrease of 44.66% [1] - The net profit attributable to shareholders was 99.36 million yuan, reflecting a year-on-year increase of 38.86% [1] - Basic earnings per share were reported at 0.16 yuan [1] Dividend Distribution - The company plans to distribute a cash dividend of 0.45 yuan (including tax) for every 10 shares to all shareholders [1] Business Strategy - The decline in operating income is attributed to market environment factors, leading to a strategic shift in the LNG business towards a light asset operation model [1] - Starting from the second half of 2024, the company will begin disposing of LNG vehicles [1] - There will be a structural adjustment in the LNG trading and transportation business, significantly reducing integrated transportation operations and transitioning remaining vehicles to contracted transportation services, directly impacting revenue [1]

恒通物流股份有限公司 章 程 （2025 年 9 月修订） | 第二章 | 公司经营宗旨和范围 2 | | | --- | --- | --- | | 第三章 | 股份 | 2 | | 第一节 | 股份发行 2 | | | 第二节 | 股份增减和回购 | 4 | | 第三节 | 股份转让 5 | | | 第四章 | 股东和股东会 6 | | | 第一节 | 股东的一般规定 | 6 | | 第二节 | 控股股东和实际控制人 | 9 | | 第三节 | 股东会的一般规定 | 10 | | 第四节 | 股东会的召集 13 | | | 第五节 | 股东会的提案与通知 | 14 | | 第六节 | 股东会的召开 16 | | | 第七节 | 股东会的表决和决议 | 19 | | 第五章 | 董事和董事会 23 | | | 第一节 | 董事的一般规定 | 23 | | 第二节 | 董事会 27 | | | 第三节 | 独立董事 32 | | | 第四节 | 董事会专门委员会 | 37 | | 第六章 | 高级管理人员 39 | | | 第七章 | 财务会计制度、利润分配和审计 42 | | | 第一节 | 财务会计制度 ...

恒通物流股份有限公司 董事会秘书工作细则 恒通物流股份有限公司 董事会秘书工作细则 第一章 总 则 第一条 为促进恒通物流股份有限公司（以下简称"公司"）的规范化运作，充分 发挥董事会秘书的作用，加强对董事会秘书工作的指导，现依据《中华人民共和国 公司法》（以下简称"《公司法》"）等法律、行政法规、部门规章、规范性文件及 《公司章程》，并结合公司的实际情况，制定《恒通物流股份有限公司董事会秘书 工作细则》（以下简称"本细则"）。 第二条 公司设董事会秘书一名，董事会秘书是公司的高级管理人员，承担有关 法律、行政法规及《公司章程》对公司高级管理人员所要求的义务，享有相应的工 作职权，并获取相应的报酬。董事会秘书对董事会负责。 第三条 董事会秘书是公司与上海证券交易所之间的指定联络人，负责公司信息 披露事务。 第四条 董事、总经理及公司内部有关部门应支持并配合董事会秘书依法履行职 责，在机构设置、工作人员配置以及经费等方面予以必要的保证。公司各有关部门 要积极配合董事会秘书的工作。 第五条 本细则适用于董事会秘书岗位，是董事会规范、审查、考核、评价董事 会秘书工作的依据之一。 第二章 董事会秘书的任职资格及选任 ...

第二条 公司应当严格按照法律、行政法规、《公司章程》及本规则的相关 规定召开股东会，保证股东依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 恒通物流股份有限公司 股东会议事规则 恒通物流股份有限公司 股东会议事规则 第一章 总 则 第一条 为规范恒通物流股份有限公司（以下简称"公司"）行为，保证股 东会依法行使职权，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》"）、《恒通物流股份有限公司 章程》（以下简称"《公司章程》"）的规定，制定本规则。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现《公 司法》规定的应当召开临时股东会的情形时，临时股东会应当在 2 个月内召开。 公司在上述期限内不能召开股东会的，应当报告公司所在地中国证监会派出 机构和上海证券交易所，说明原因并公告。 第五条 公司召开股东会，应当聘请律师对 ...