Core Viewpoint - The establishment of the Audit Committee by Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. aims to enhance the decision-making function of the board of directors, ensuring effective supervision of the management team and improving the corporate governance structure [1]. Group 1: Committee Structure and Responsibilities - The Audit Committee consists of three directors who are not senior management, including two independent directors, with at least one being an accounting professional [3][4]. - The main responsibilities of the Audit Committee include reviewing financial information, supervising internal and external audits, and evaluating internal controls [8][9]. - The Audit Committee is empowered to propose the hiring or dismissal of external auditors and to oversee the audit process [5][6]. Group 2: Decision-Making Procedures - The Audit Committee must have a majority agreement from its members before submitting matters to the board for review [3][4]. - The committee is required to meet at least quarterly, and decisions must be made with the presence of at least two-thirds of its members [13][14]. - The committee can invite external professionals for advice, with costs covered by the company [30]. Group 3: Reporting and Accountability - The Audit Committee is responsible for reporting to the board on the progress and quality of internal audits, as well as any significant issues discovered [6][8]. - If the committee identifies any violations of laws or regulations by directors or senior management, it must report these to the board or shareholders [9][10]. - The committee has the authority to propose the convening of temporary board or shareholder meetings if necessary [19][20]. Group 4: Internal Control and Compliance - The Audit Committee supervises the internal audit department and ensures that internal controls are effectively implemented [8][12]. - It is tasked with evaluating the effectiveness of internal controls and reporting any significant deficiencies to the board [16][17]. - The committee must ensure that any financial misconduct or major accounting errors are addressed promptly [10][11]. Group 5: Governance and Legal Compliance - The Audit Committee has the authority to check the company's finances and supervise the actions of directors and senior management [17][18]. - It can propose the dismissal of directors or senior management if they violate laws or regulations [10][11]. - The committee's rules and procedures are subject to national laws and regulations, and any conflicts will be resolved in favor of the law [15][33].

General Principles - The company establishes a management system for the shares held by its directors and senior management to maintain market order and comply with relevant laws and regulations [1][2] - This system applies to all shares held by directors and senior management, including those held in others' accounts and through margin trading [1] Prohibited Trading Activities - Directors and senior management are prohibited from transferring shares under specific circumstances, such as within one year of the company's stock listing or within six months after leaving the company [2][3] - Additional restrictions apply if the company is under investigation for securities violations or if the individual is involved in related legal issues [2] Share Transfer Limits - Directors and senior management can only transfer up to 25% of their total shares each year, with exceptions for certain circumstances like judicial enforcement or inheritance [2] - Those holding fewer than 1,000 shares may transfer all their shares at once without restriction [2] Insider Trading Regulations - Directors and senior management must not engage in trading during specific blackout periods, such as 15 days before annual or semi-annual reports [2][3] - Violations of insider trading laws result in the company retaining any profits made from such trades [3] Information Disclosure and Reporting - The company secretary is responsible for managing and reporting the shareholdings of directors and senior management, ensuring compliance with disclosure requirements [4][5] - Any changes in shareholdings must be reported within two trading days, and significant changes must comply with acquisition regulations [7][8] Share Lock-up and Release Conditions - Shares acquired by directors and senior management are subject to lock-up periods, with specific percentages of shares automatically locked based on the duration of their holdings [8][9] - Upon meeting the conditions for lifting restrictions, directors and senior management can apply for the release of their shares [9][10] Compliance and Amendments - The management system must align with existing laws and regulations, and the board is responsible for its formulation and amendments [10]

General Principles - The internal audit system aims to enhance the internal audit work quality, prevent and control company risks, and protect investors' rights [1][2] - The internal audit is defined as the evaluation of the effectiveness of internal controls and risk management, as well as the authenticity and completeness of financial information [1][3] Internal Audit Organization and Personnel Management - The company establishes an audit committee under the board of directors, with independent directors constituting the majority [2][3] - An audit department is set up as the internal audit institution, responsible for supervising the authenticity and completeness of financial information and internal control systems [2][3] Responsibilities of the Audit Committee - The audit committee guides and supervises the establishment and implementation of the internal audit system [4][5] - It reviews the annual internal audit work plan and ensures the execution of the internal audit plan [4][5] Responsibilities of the Audit Department - The audit department is responsible for formulating audit regulations, preparing annual audit work plans, and conducting audits on business activities, risk management, and internal controls [5][6] - It must report audit findings and issues to the audit committee at least quarterly [6][7] Audit Authority - The audit department has the authority to request relevant units to submit plans, budgets, and documents necessary for the audit [7][8] - It can investigate issues related to audit matters and take temporary measures against serious violations of financial regulations [7][8] Audit Work Procedures - The audit department must submit an annual internal audit work plan to the audit committee two months before the end of each fiscal year [8][9] - Audit reports must be objective, complete, and timely, based on verified audit evidence [8][9] Internal Control Evaluation - The audit department evaluates the effectiveness of internal controls and submits an internal control evaluation report at least annually [10][11] - The evaluation includes the establishment and implementation of internal control systems and identifies any deficiencies [10][11] Information Disclosure - The audit committee issues an annual self-evaluation report on internal controls based on the audit department's evaluation [15][16] - The company must disclose the internal control self-evaluation report and the auditor's report in its annual report [15][16] Rewards and Penalties - The company rewards units and individuals with significant achievements in executing the internal audit system [17] - It holds accountable those who violate the internal audit system, with penalties based on the severity of the violations [17]

Core Points - The company aims to enhance the quality and transparency of annual report disclosures by establishing a system for accountability regarding significant errors in information disclosure [1][2] - The system is designed to ensure that financial reports accurately reflect the company's operational status and to hold responsible parties accountable for any significant errors that lead to economic losses or negative social impacts [1][4] Group 1: General Principles - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, to ensure compliance and proper governance [1] - The company emphasizes the importance of truthful, accurate, complete, and timely financial reporting, and mandates cooperation with auditing processes [1][2] Group 2: Identification and Handling of Errors - Significant errors in annual report disclosures include major accounting errors, omissions, or substantial discrepancies in performance forecasts [1][4] - The process for identifying and handling significant errors involves collecting and summarizing relevant information, with the audit department responsible for proposing corrective actions [3] Group 3: Accountability and Responsibility - The company holds directors, senior management, and other relevant personnel accountable for the accuracy and completeness of annual report disclosures, with specific responsibilities assigned to the chairman, general manager, and financial officer [4][5] - In cases of significant errors leading to regulatory actions, the audit department is tasked with gathering evidence and proposing accountability measures to the board [4][5] Group 4: Additional Provisions - The accountability system also applies to quarterly and interim report disclosures, ensuring a consistent approach to error management across all reporting periods [5] - The board of directors is responsible for interpreting and amending the system, which will take effect upon approval and announcement [5]

Core Points - The company has established an internal reporting system for significant information to ensure timely, accurate, and comprehensive disclosure of information that may impact stock prices [1][2] - The internal reporting obligations apply to various personnel, including directors, senior management, and department heads [1][2] - The scope of significant information includes major meetings, transactions, events, and risks that could affect the company's stock and derivatives [2][3] Group 1: Internal Reporting Obligations - The internal reporting system is designed to report significant events that may impact stock prices promptly to the chairman and board secretary [1][2] - Internal information reporters must report significant information immediately upon awareness of relevant events [7][8] - The company’s board secretary is responsible for analyzing reported information and ensuring compliance with disclosure obligations [8][9] Group 2: Definition of Significant Information - Significant information includes major meetings, transactions, litigation, risks, and other events that could materially affect the company [2][3][4] - Specific thresholds for reporting include transactions involving assets over 10% of total audited assets or significant amounts exceeding 10 million RMB [3][4] - Major risks and litigation must also be reported if they meet certain criteria, such as potential bankruptcy or significant financial penalties [4][5] Group 3: Reporting Procedures - Internal information reporters must use various communication methods to report significant information within 24 hours [8][9] - The company implements a real-time reporting system to ensure timely and accurate reporting of significant events [13][14] - Failure to report significant information in a timely manner may result in disciplinary actions against responsible personnel [11][12]

Core Points - The document outlines the management system for subsidiaries of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to enhance control mechanisms and improve operational efficiency [1][2] - The system emphasizes the importance of compliance with national laws and regulations, ensuring that subsidiaries operate within the strategic framework of the parent company [2][3] Group 1: General Principles - The purpose of the system is to strengthen management over subsidiaries, ensuring the protection of the company's and investors' interests [1] - The parent company is defined as Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, excluding subsidiaries, while the listed company includes both the parent and its subsidiaries [1] Group 2: Establishment of Subsidiaries - The establishment of subsidiaries must comply with national laws and align with the company's strategic goals, avoiding blind expansion [3][4] - Investment feasibility analysis must be conducted and approved by the board of directors for the establishment or acquisition of subsidiaries [3] Group 3: Governance and Operations - Subsidiaries are required to establish a sound governance structure and operational systems in accordance with the Company Law and relevant regulations [4] - Each subsidiary must hold at least one shareholders' meeting and one board meeting annually, with proper documentation [4] Group 4: Financial Management - The financial management of subsidiaries should adhere to national fiscal and tax policies, ensuring accurate accounting and effective risk control [5][6] - Subsidiaries must provide timely and accurate financial information to the parent company for informed decision-making [5][6] Group 5: Asset Management - Subsidiaries must operate within their business scope and focus on asset preservation and value enhancement [6][7] - The articles of association of subsidiaries should clearly define the authority of their boards and management teams [6] Group 6: Human Resources Management - The parent company is responsible for nominating directors and senior management for subsidiaries, with performance-based compensation structures [7][8] - Subsidiaries have the autonomy to recruit employees based on their business needs [7] Group 7: Information Disclosure - Subsidiaries must report significant events to the parent company, which are treated as major events for the listed company [8][9] - The chairman of the subsidiary is the primary responsible person for information disclosure [8] Group 8: Internal Audit - The parent company conducts regular audits of subsidiaries, focusing on economic efficiency and compliance with internal control systems [9][10] - Subsidiaries are required to cooperate with audits and implement corrective actions as directed by the parent company [9] Group 9: Supervision and Management - The parent company's board and departments oversee various aspects of subsidiary operations, including finance and legal matters [10][11] - Performance evaluations of subsidiaries are conducted annually, with consequences for significant failures [10][11]

Core Points - The document outlines the management system for related party transactions of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to ensure that such transactions are legal, fair, and do not harm the interests of the company and its shareholders, especially minority investors [1][2] Group 1: General Principles - The company should avoid or minimize related party transactions [2] - Related party transaction prices must adhere to the principles of fairness, justice, openness, and equivalence, and should be determined through written agreements [2] - Necessary information disclosure regulations must be strictly followed for required related party transactions [2] Group 2: Definition and Scope of Related Party Transactions - Related party transactions include resource or obligation transfers between the company or its subsidiaries and related parties [4] - Related parties encompass both legal entities and natural persons, including asset purchases, sales, external investments, financial assistance, guarantees, leasing, and other specified transactions [4][5] Group 3: Approval Procedures - Related party transactions must follow specific pricing principles, including government pricing, market pricing, and negotiated pricing [9] - Transactions exceeding certain thresholds require approval from the board of directors or shareholders, with specific voting rules for related parties [11][12] Group 4: Disclosure Requirements - Transactions with amounts over 300,000 yuan or exceeding 0.5% of the latest audited net assets must be disclosed [13] - Annual reports must summarize the actual performance of daily related party transactions [10] Group 5: Responsibilities and Compliance - Company directors and senior management must monitor for any misuse of company funds by related parties [31] - Independent directors are required to review related party transactions quarterly to ensure compliance and protect company interests [31][32]

Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. and protect the interests of minority shareholders [1][5] - The cumulative voting system allows shareholders to concentrate their voting rights, with each share having the same number of votes as the number of directors to be elected [1][2] Chapter Summaries Chapter 1: General Provisions - The cumulative voting system is defined as a method where each shareholder's voting rights can be concentrated during the election of directors [1] - The company must indicate the use of the cumulative voting system in the notice for the shareholders' meeting [1] Chapter 2: Election and Voting of Directors - Separate voting methods are established for independent and non-independent directors to ensure compliance with the company's articles of association [2] - The calculation method for cumulative voting rights is based on the number of shares held multiplied by the number of directors to be elected [2] Chapter 3: Election Results - In equal elections, a candidate is elected if they receive more than half of the valid voting shares [3] - In differential elections, candidates must receive more than half of the valid voting shares, and if there are ties, a second round of voting is conducted [3] Chapter 4: Supplementary Provisions - The terms "more than," "less than," and "greater than" do not include the base number, while "including" does [4] - The implementation details will take effect after being approved by the shareholders' meeting and can be revised by the board of directors [5]

Core Points - The document outlines the fundraising management measures for Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to standardize the company's operations and protect the rights of investors [2][3] - It emphasizes the importance of proper use and management of raised funds, ensuring they align with the company's business objectives and legal regulations [6][7] Fundraising Overview - The term "raised funds" refers to capital obtained through stock issuance or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [2] - The company must establish a special account for raised funds, ensuring that these funds are not mixed with other financial resources [3] Fund Management and Usage - The board of directors is responsible for thoroughly evaluating the feasibility of investment projects funded by raised capital, ensuring they have good market prospects and profitability [3][6] - The company must disclose the actual usage of raised funds accurately and completely, and any significant deviations from the planned investment must be reported promptly [7][8] Fund Usage Restrictions - Raised funds should primarily be used for the company's main business activities and must not be used for high-risk investments or financial assistance to others [6][9] - Any changes in the use of raised funds require board approval and must be disclosed to shareholders [9][10] Monitoring and Reporting - The company is required to maintain detailed records of the usage of raised funds and undergo regular audits to ensure compliance with regulations [14][15] - Independent financial advisors or sponsors must conduct periodic checks on the management and usage of raised funds, reporting any irregularities to the relevant authorities [15][16]

珠海恒基达鑫国际化工仓储股份有限公司 对外投资管理制度 珠海恒基达鑫国际化工仓储股份有限公 度 珠海恒基达鑫国际化工仓储股份有限公司 对外投资管理制度 第一章 总则 第一条 为规范珠海恒基达鑫国际化工仓储股份有限公司（以下简称 "公司"）的对外投资行为，有效控制公司对外投资风险，提高对外投资 效益，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》）、《深圳证券交易所股票上 市规则》（以下简称"《股票上市规则》"）和公司章程等有关规定，制 订本制度。 第二条 本制度所称对外投资是指公司为获取未来收益而将一定数量 的货币资金、股权、实物、无形资产等作价出资，对外进行各种形式的投 资活动。公司通过收购、出售或其他方式导致公司对外投资资产增加或减 少的行为适用本制度。 第三条 本制度适用于公司及其控股子公司的除风险投资、理财业务外 的一切对外投资行为。 本制度所称风险投资包括证券投资、房地产投资、信托产品投资以及 深圳证券交易所认定的其他投资行为。 第四条 公司对外投资行为必须符合国家有关法律法规及产业政策，符 合公司发展战略，有利于增强公司竞争能力，有利于合理配置公 ...