[Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) The company forecasts a net loss for H1 2025, with unaudited preliminary estimates for net profit attributable to shareholders ranging from **-30 million to -25 million RMB** Key Performance Indicators Forecast for H1 2025 | Metric | Estimated Amount (RMB) | | :--- | :--- | | Net Profit Attributable to Parent Company Shareholders | -30 million to -25 million RMB | | Net Profit After Non-recurring Gains/Losses | -32.5 million to -27.3 million RMB | | Operating Revenue | 170 million to 200 million RMB | - The performance forecast data is unaudited by a certified public accountant[4](index=4&type=chunk) [Prior Period Operating Performance and Financial Position](index=1&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8A%E5%B9%B4%E5%90%8C%E6%9C%9F%E7%BB%8F%E8%90%A5%E4%B8%9A%E7%BB%A9%E5%92%8C%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5) The company's H1 2024 loss widened year-over-year, with net profit attributable to shareholders at **-17.67 million RMB** and EPS at **-0.17 RMB** Key Performance Indicators for H1 2024 | Metric | 2024 H1 Amount (RMB) | | :--- | :--- | | Total Profit | -16.78 million RMB | | Net Profit Attributable to Parent Company Shareholders | -17.67 million RMB | | Net Profit After Non-recurring Gains/Losses | -18.76 million RMB | | Earnings Per Share | -0.17 RMB | [Primary Reasons for Current Period's Expected Loss](index=1&type=section&id=%E4%B8%89%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E4%BA%8F%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8E%9F%E5%9B%A0) The expected loss is primarily due to revenue structure optimization, including traditional business contraction and new business investment, compounded by high fixed operating costs and increased new project expenses - The company is optimizing its revenue structure, with traditional automotive parts logistics business contracting due to market influences, while new non-automotive logistics business, despite growth, incurs significant upfront investment impacting current profitability[7](index=7&type=chunk) - High fixed operating costs of the company's self-owned logistics bases, along with increased expenses from the construction of new projects like the Guangzhou Airport Smart Logistics Center, exert pressure on the company's profit[7](index=7&type=chunk) [Risk Warning](index=2&type=section&id=%E5%9B%9B%E3%80%81%E9%A3%8E%E9%99%A9%E6%8F%90%E7%A4%BA) The company confirms no significant uncertainties currently exist that could impact the accuracy of this performance forecast - The company states there are no significant uncertainties that could affect the accuracy of this performance forecast[8](index=8&type=chunk) [Other Explanatory Notes](index=2&type=section&id=%E4%BA%94%E3%80%81%E5%85%B6%E4%BB%96%E8%AF%B4%E6%98%8E%E4%BA%8B%E9%A1%B9) Investors are advised that the disclosed performance data is preliminary, with final accurate financial figures subject to the company's official 2025 semi-annual report, and should exercise caution regarding investment risks - The forecast data provided is preliminary, and the final financial figures will be based on the company's officially disclosed 2025 semi-annual report[9](index=9&type=chunk)

*ST原尚（603813）公告，预计2025年半年度实现归属于母公司所有者的净利润为-3000万元至-2500万 元，将出现亏损。预计2025年半年度实现归属于母公司所有者的扣除非经常性损益后的净利润为-3250 万元至-2730万元。预计2025年半年度实现营业收入1.7亿元到2亿元。 ...

General Provisions - The company establishes a nomination committee to standardize the selection of directors and senior management, optimize the board composition, and improve the corporate governance structure [1][2] - The nomination committee is responsible for proposing the selection criteria and procedures for directors and senior management, reviewing candidates, and making recommendations to the board [1][2] Composition of the Committee - The nomination committee consists of three directors, including two independent directors [3] - The committee members are nominated by the chairman, more than half of the independent directors, or more than one-third of all directors, and elected by the board [3] Responsibilities and Authority - The main responsibilities of the nomination committee include advising the board on the size and composition of the board, researching selection criteria for directors and managers, and conducting candidate searches [8] - The committee is accountable to the board, and its proposals must be submitted for board review [9] Decision-Making Procedures - The nomination committee must research the election conditions and selection procedures for directors and managers, and submit resolutions to the board for approval [10] - The committee actively communicates with relevant departments to assess the company's needs for new directors and senior management [11] Meeting Rules - The nomination committee holds at least one regular meeting annually, with members notified three days in advance [12] - A quorum requires the presence of more than two-thirds of the committee members, and decisions must be approved by a majority [13][14] Confidentiality and Record-Keeping - All attendees of the committee meetings are bound by confidentiality regarding the discussed matters [20] - Meeting records must be kept, and attendees are required to sign the records [18] Miscellaneous - The interpretation rights of these rules belong to the company's board, and any amendments must comply with national laws and regulations [21][22]

Meeting Information - The second extraordinary general meeting of shareholders for 2025 will be held on July 31, 2025, at 15:00 [1] - The meeting will take place at the office building, 3rd floor, No. 25 Dongzhong Road, East District, Guangzhou Economic and Technological Development Zone [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system on the same day from 9:15 to 15:00 [1][2] Voting Procedures - The voting will be conducted through a combination of on-site and online voting methods [2] - Shareholders can use either the trading system or the internet voting platform to cast their votes [3] - Shareholders with multiple accounts can aggregate their voting rights across all accounts [3][4] Attendance and Registration - Shareholders registered with the China Securities Depository and Clearing Corporation Limited Shanghai Branch as of the close of trading on July 23, 2025, are eligible to attend [4] - Registration for the meeting will take place on July 31, 2025, from 9:00 [5] - The registration address is the same as the meeting location [5] Proxy Voting - Shareholders can appoint a proxy to attend the meeting and vote on their behalf [4][5] - The proxy does not need to be a shareholder of the company [4] - Specific documentation is required for both corporate and individual shareholders to register their proxies [5][6] Agenda Items - The meeting will review proposals related to the control of audit institutions and internal control audits [6][7] - The proposals have been previously reviewed by the company's board and supervisory committee [2][6]

Group 1 - The company held its 24th meeting of the fifth supervisory board, with all supervisors present and all resolutions passed without opposition [1] - The supervisory board agreed to abolish the supervisory board and transfer its powers to the audit committee of the board of directors, along with the corresponding amendments to the company's governance documents [2][3] - The company will change its financial audit and internal control audit institutions for 2025, appointing Huaxing Accounting Firm as the new auditor [4] Group 2 - The company approved a warehouse and distribution contract with its associate company, Guangdong Shangnong Zhiyun Technology Co., Ltd., for logistics services, with pricing to be determined later [4]

Core Viewpoint - Guangdong Yuanshang Logistics Co., Ltd. has announced the cancellation of its supervisory board and the revision of its articles of association and governance systems in accordance with the new Company Law effective from July 1, 2024, and related regulations [1] Group 1: Cancellation of Supervisory Board - The supervisory board will be abolished to enhance the company's governance structure and comply with market supervision requirements, with its powers transferred to the audit committee of the board of directors [1] - The relevant rules and regulations concerning the supervisory board will be abolished accordingly [1] Group 2: Revision of Articles of Association - The articles of association have been revised to align with the new Company Law and other relevant regulations, ensuring the protection of the rights of the company, shareholders, and creditors [2][3] - The chairman of the board will serve as the legal representative of the company, and the resignation of the chairman will also be considered as the resignation of the legal representative [3] - New provisions state that the legal representative's civil activities conducted on behalf of the company will have legal consequences borne by the company [4][5] Group 3: Shareholder Rights and Responsibilities - The articles of association outline that shareholders are liable for the company's debts only to the extent of their subscribed shares [7] - Shareholders have the right to sue the company, its directors, supervisors, and senior management under the provisions of the articles of association [7] - The company must maintain a shareholder register, which serves as proof of share ownership and entitles shareholders to rights and obligations according to their share categories [15]

Core Viewpoint - The company intends to change its auditing firm from Tianjian Accounting Firm to Huaxing Accounting Firm for the 2025 fiscal year to ensure the independence and objectivity of the audit process [2][5][6] Group 1: Change of Auditing Firm - The new auditing firm to be appointed is Huaxing Accounting Firm, while the previous firm was Tianjian Accounting Firm [2] - The change is motivated by the need for independent auditing, as Tianjian has provided services for several consecutive years [2][5] - The board of directors approved the proposal to change the auditing firm, which will be submitted to the shareholders' meeting for final approval [6] Group 2: Auditing Firm Information - Huaxing Accounting Firm was established on December 9, 2013, and operates as a special general partnership [3] - The firm has 71 partners and 346 certified public accountants, with 182 of them having signed securities service audit reports [3] - The total revenue of Huaxing Accounting Firm was 37,037.29 million yuan, with securities business revenue of 19,714.90 million yuan [3] Group 3: Audit Fees - The audit fees for 2025 are set at 600,000 yuan, with 450,000 yuan for financial report auditing and 150,000 yuan for internal control auditing, unchanged from 2024 [4] - The selection of the auditing firm was conducted through a bidding process, considering market prices [4] Group 4: Communication with Previous Auditing Firm - The company communicated with Tianjian Accounting Firm regarding the change, and there were no objections from the previous firm [5][6] - The transition follows the guidelines set forth in the Chinese CPA auditing standards regarding communication between the previous and new auditors [5] Group 5: Board and Committee Approval - The audit committee of the board reviewed Huaxing's qualifications and found them suitable for the company's auditing needs [6] - The board of directors unanimously approved the proposal to appoint Huaxing Accounting Firm [6]

Core Viewpoint - The announcement details the signing of a "Warehousing and Distribution Contract" between Guangdong Yuanshang Logistics Co., Ltd. and its associate company, Guangdong Shangnong Zhiyun Technology Co., Ltd., which requires approval from the shareholders' meeting. The transaction is deemed beneficial for asset revitalization and operational efficiency, aligning with market pricing standards and not harming the interests of the company or minority shareholders [1][2][6]. Summary of Daily Related Transactions - The board of directors approved the proposal for the "Warehousing and Distribution Contract" with unanimous consent during the meeting held on July 11, 2025 [1][3]. - Independent directors and the audit committee also expressed their agreement, emphasizing that the contract aligns with the company's operational needs and does not compromise its independence [2][3]. Details of the Associate Company - Guangdong Shangnong Zhiyun Technology Co., Ltd. was established on March 26, 2025, with a registered capital of 10 million yuan. The company is 60% owned by Guangdong Xinongren Agricultural Technology Group Co., Ltd. and 40% by Guangdong Yuanshang Logistics Co., Ltd. [4][5]. - As of June 30, 2025, Shangnong Zhiyun reported total assets of 5.12 million yuan, total liabilities of 3.22 million yuan, and net assets of 1.9 million yuan, with an operating income of 47,000 yuan [4]. Contractual Details - The "Warehousing and Distribution Contract" will define the business scope, rights, obligations, and payment arrangements, with pricing based on market conditions at the time of service [6][7]. - The contract is set to be valid for one year and will take effect upon approval by the relevant authority within the company [7]. Impact on the Company - The transaction is expected to enhance operational stability and efficiency, facilitating resource complementarity without creating significant dependency on the associate company, thus maintaining the company's independence [6][7].

广东原尚物流股份有限公司 独立董事工作制度 第一章 总则 第一条 为进一步完善公司法人治理结构，促进公司规范运作，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》《上市公司独立董事管理 办法》《上海证券交易所上市公司自律监管指引第 1 号——规范运作》《广东原 尚物流股份有限公司公司章程》（以下简称"《公司章程》"）及其他有关法律、 法规及规范性文件的规定，制订本工作制度。 第二条 公司独立董事是指不在公司担任除董事外的其他职务，并与其所受 聘的公司及其主要股东、实际控制人不存在直接或者间接利害关系，或者其他可 能影响其进行独立客观判断关系的董事。 第五条 独立董事应当独立履行职责，不受公司主要股东、实际控制人或者 其他与公司存在利害关系的单位或者个人的影响。若发现所审议事项存在影响其 独立性的情况，应向公司申明并实行回避。任职期间出现明显影响独立性的情形 的，应及时通知公司，提出解决措施，必要时应提出辞职。 1 / 10 第六条 独立董事原则上最多在三家境内上市公司兼任独立董事，并确保有 足够的时间和精力有效地履行独立董事的职责。 第二章 独立董事的任职资格 第七条 独立董事必须具有独立性，下列 ...

广东原尚物流股份有限公司 薪酬与考核委员会工作细则 第一章 总则 第一条 为进一步建立健全公司董事及高级管理人员的考核和薪酬管理制 度，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，公司特设立董事会薪酬与考核委员会，并制定本 工作细则。 第二条 薪酬与考核委员会是董事会下设的专门工作机构，主要负责制定董 事、高级管理人员的考核标准并进行考核，制定、审查董事、高级管理人员的薪 酬决定机制、决策流程、支付与止付追索安排等薪酬政策与方案，并就下列事项 向董事会提出建议： （一）董事、高级管理人员的薪酬； （二）制定或者变更股权激励计划、员工持股计划，激励对象获授权益、 行使权益条件成就； （三）董事、高级管理人员在拟分拆所属子公司安排持股计划； （四）法律、行政法规、中国证监会规定及公司章程规定的其他事项。 董事会对薪酬与考核委员会的建议未采纳或者未完全采纳的，应当在董事 会决议中记载薪酬与考核委员会的意见及未采纳的具体理由，并进行披露。 期间如有委员不再担任公司董事职务，则自动失去委员任职资格，由董事会 根据上述第四条至第六条之规定补足委员人数。 第八条 公司人力 ...