恒通物流股份有限公司 内部审计制度 恒通物流股份有限公司内部审计制度 第一章 总则 第一条 为加强恒通物流股份有限公司（以下简称"公司"）的内部审计工 作，提高内部审计工作质量，保护投资者合法权益，保障公司经营活动健康有序 发展，根据《中华人民共和国审计法》 《企业内部控制基本规范》 《审计署关于内 部审计工作的规定》《上市公司治理准则》《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》等法律、行政法规和 规章、规范性文件、上海证券交易所监管规则及《恒通物流股份有限公司章程》 （以下简称"《公司章程》"）的相关规定，结合本公司内部审计工作的实际情况， 制定本制度。 第二条 本制度适用于对公司各内部机构、控股子公司、分公司以及具有重 大影响的参股公司的与财务报告和信息披露事务相关的所有业务环节所进行的 内部审计工作。 第三条 本制度所称内部审计，是指由公司内部审计部门或人员依据国家有 权机关制定的规范和本制度的规定，对本公司各内部机构的内部控制和风险管理 的有效性、财务信息的真实性、完整性以及经营活动的效率和效果等开展的一种 评价活动。 第四条 本制度所称内部控制，是指 ...

恒通物流股份有限公司 关联交易管理制度 恒通物流股份有限公司 关联交易管理制度 第一章 总则 第一条 为保证恒通物流股份有限公司（以下简称"公司"或"本公司"） 与关联方之间的关联交易符合公平、公正、公开的原则，确保公司的关联交易行 为不损害公司和非关联股东的合法权益，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》（以下简称《上市规 则》）、《上海证券交易所上市公司自律监管指引第 5 号——交易与关联交易》 等有关法律、法规、规范性文件及《恒通物流股份有限公司章程》 （以下简称"《公 司章程》"）的有关规定，结合公司实际情况，制订本制度。 第二条 公司与关联人之间的关联交易除遵守有关法律、法规、规范性文件 及《公司章程》规定外，还需遵守本制度的有关规定。 第三条 公司与关联人之间的关联交易应签订书面协议。协议的签订应当遵 循平等、自愿、等价、有偿的原则，协议内容应明确、具体。 第四条 关联交易活动应遵循公平、公正、公开的原则，关联交易的价格原 则上不能偏离市场独立第三方的价格或收费的标准。 第五条 公司股东、董事、高级管理人员不得利用其关联关系损害公司利益。 违反规定 ...

恒通物流股份有限公司 募集资金专项存储及使用管理制度 恒通物流股份有限公司 募集资金专项存储及使用管理制度 第一章 总 则 第一条 恒通物流股份有限公司（以下简称"公司"）为规范募集资金的使用 和管理，提高募集资金使用效益，保护投资者的合法权益，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》"）、 《首次公开发行股票并上市管理办法》、 《上市公司证券发行管理办法》、 《上市公司募集资金监管规则》、《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《上海证券交易所股票上市规则》 （以下简称"《上市规则》"） 等法律、法规和规范性文件的规定并结合公司实际情况，特制定本制度。 第二条 本制度所称募集资金，是指公司通过发行股票及其衍生品种，向投 资者募集并用于特定用途的资金，但不包括公司实施股权激励计划的资金。 本制度所称超募资金是指实际募集资金净额超过计划募集资金金额的部分。 第三条 公司募集资金应当专款专用。公司使用募集资金应当符合国家产业 政策和相关法律法规，践行可持续发展理念，履行社会责任，原则上应当用于主 营业务，有利于增强公司 ...

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]