Summary of Key Points Core Viewpoint - The company plans to provide a total financing guarantee of up to 314,600 million RMB (or equivalent in other currencies) for 15 subsidiaries in 2025, with specific allocations based on their debt ratios [1][3][8]. Group 1: Guarantee Details - The financing guarantee includes up to 64,600 million RMB for 13 subsidiaries with a debt ratio not exceeding 70% [1][3]. - For 2 subsidiaries with a debt ratio exceeding 70%, the company plans to provide a guarantee of up to 250,000 million RMB [1][3]. - The total amount of external guarantees does not exceed the company's latest audited net assets [1][5]. Group 2: Financial Health of Subsidiaries - The total amount of overdue external guarantees is 0 million RMB, indicating no current financial distress [1][3]. - The financial metrics of the subsidiaries show varying levels of asset totals, liabilities, and net profits, with some subsidiaries having significant revenue and profit figures [10][11][12][15]. Group 3: Approval Process - The proposed guarantees require approval from the company's shareholders' meeting, ensuring corporate governance and oversight [3][8]. - The decision was made during the 29th meeting of the 8th Board of Directors held on August 28, 2025 [8].

Core Viewpoint - The company is changing its accounting firm from Tianzhi International to Lixin Accounting Firm for the 2025 annual audit due to the expiration of the previous firm's term and the need for new auditing services [1][6]. Group 1: Accounting Firm Information - The new accounting firm, Lixin Accounting Firm, was established in 1927 in Shanghai and is a member of the international accounting network BDO [1]. - Lixin has 296 partners, 2,498 registered accountants, and a total of 10,021 employees as of the end of 2024 [2]. - Lixin's audited business revenue for 2024 was 4.748 billion yuan, with audit revenue of 3.672 billion yuan and securities business revenue of 1.505 billion yuan [2]. Group 2: Reasons for Change - The change is due to the expiration of the term of the previous accounting firm, Tianzhi International, which has been the auditor for the company since 2018 [6]. - The company conducted a thorough evaluation and communication with both Tianzhi International and Lixin, leading to the decision to appoint Lixin [6][7]. Group 3: Audit Fees and Financial Implications - The audit fee for the 2025 annual report and internal control audit is set at 2.87 million yuan, which is a decrease of 590,000 yuan or 17% compared to the previous year's audit fee [5]. - The audit fee includes 2.32 million yuan for the annual report audit and 550,000 yuan for the internal control audit [5]. Group 4: Communication and Approval Process - The company has communicated with both the outgoing and incoming accounting firms regarding the change, and both parties are aware and have no objections [6][7]. - The decision to appoint Lixin will be submitted for approval at the company's shareholder meeting and will take effect upon approval [7].

Fundraising Overview - The company raised a total of RMB 3,499,999,996.64 by issuing 597,269,624 shares at RMB 5.86 per share, with a net amount of RMB 3,476,933,798.91 after deducting issuance costs [1][2] - As of June 30, 2025, the remaining balance of the raised funds was RMB 2,892,733,673.75 after utilizing RMB 584,842,678.10 for investment projects [1][2] Fund Management - The company has established a fundraising management system in compliance with relevant regulations to ensure proper use and oversight of the funds [1][2] - Specific bank accounts for fundraising have been set up, and agreements with banks and sponsors have been signed to ensure fund security [1][2] Fund Utilization - As of June 30, 2025, the company has utilized RMB 161,636,430.00 of self-raised funds for investment projects, with RMB 58,500,000.00 being replaced by the raised funds [2][3] - The company has not used idle funds for temporary working capital and has engaged in cash management to enhance fund efficiency, generating RMB 278,000.00 in interest income [2][3] Project Investment Status - The company has not changed the intended use of the raised funds and has reported no significant issues in fund management or disclosures [2][3] - The investment projects are progressing, with specific projects achieving varying levels of completion, such as the construction of a semi-submersible vessel reaching 99.57% completion [3][4]

Core Points - The candidate, Zheng Minghui, has been nominated by China Ocean Shipping Company as an independent director for COSCO Shipping Specialized Carriers Co., Ltd. and confirms his qualifications and independence [1][4] - The candidate possesses over five years of relevant work experience and has completed training recognized by the stock exchange [1] - The candidate meets the legal and regulatory requirements for independent directors as outlined in various laws and regulations [1][2] Summary by Sections - **Qualifications**: The candidate has basic knowledge of listed company operations and relevant laws, with over five years of experience in legal, economic, accounting, finance, or management [1] - **Independence**: The candidate confirms independence by stating he does not fall under any disqualifying conditions, such as holding significant shares or having close relationships with major shareholders [2][3] - **No Negative Records**: The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [3][4] - **Commitment to Duties**: The candidate acknowledges the responsibilities of an independent director and commits to comply with all relevant laws and regulations, ensuring sufficient time and effort to fulfill his duties [4]

关于中远海运特种运输股份有限公司 中信建投证券股份有限公司（以下简称"中信建投证券"、"保荐人"）作 为中远海运特种运输股份有限公司（以下简称"中远海特"、"公司"）向特定对 象发行股票的保荐人，根据《证券发行上市保荐业务管理办法》《上海证券交易 中信建投证券股份有限公司 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》 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 11 号——持续督导》等相关规定， 对中远海特 2025 年度融资性对外担保额度事项进行了审慎核查，具体情况如下： 一、担保情况概述 （一）担保的基本情况 计不超过 314,600 万元人民币（或等值其他币种）的融资性对外担保。其中对海 南中远海运沥青运输有限公司等 13 家资产负债率不超过 70%的控股公司提供合 计不超过 64,600 万元人民币（或等值其他币种）的融资性对外担保。中远航运 （香港）投资发展有限公司等 2 家资产负债率超过 70%的控股公司提供合计不超 过 250,000 万元人民币（或等值其他币种）的融资性对外担保。具体情况详见下 表： | | | | | | | 担保额度占 | 担保 | | | | ...

Core Points - The audit committee of China Merchants Heavy Industry Special Transportation Co., Ltd. is established to enhance corporate governance and ensure effective supervision of external and internal audits [1][2] - The committee consists of three to five directors, with a majority being independent directors, and is responsible for overseeing financial reporting and internal controls [1][2][3] Group 1: Committee Structure - The audit committee is chaired by a director with accounting or financial management expertise, elected by committee members [2] - The committee members are elected by the board and serve a term aligned with the board's term [2] - The company must provide necessary working conditions for the audit committee [2] Group 2: Responsibilities and Authority - The audit committee's responsibilities include supervising external and internal audits, reviewing financial reports, and ensuring compliance with laws and regulations [11][12] - The committee must evaluate the independence and professionalism of external auditors and recommend their appointment or dismissal [13][14] - The committee is tasked with assessing the effectiveness of internal controls and reporting any significant deficiencies to the board [16][17] Group 3: Meeting Procedures - The audit committee must hold at least one meeting per quarter, with additional meetings as needed [19][20] - A quorum requires two-thirds of committee members to be present, and decisions are made by majority vote [21][22] - Meeting records must be kept, and members must maintain confidentiality regarding meeting matters [10][11] Group 4: Disclosure Requirements - The company is required to disclose the composition and professional background of the audit committee members [31] - Annual reports must include the audit committee's performance and meeting frequency [32] - Any significant issues identified by the audit committee that meet disclosure standards must be reported promptly [33][34]

General Principles - The purpose of the external guarantee management system is to protect shareholders' interests, regulate the external guarantee behavior of China COSCO Shipping Specialized Carriers Co., Ltd., control operational risks, and promote healthy and stable development of the company [2][3] - External guarantees refer to guarantees, mortgages, or pledges provided by the company and its subsidiaries for others, including guarantees between the company and its subsidiaries [2][3] - All external guarantees must be approved by the company's board of directors or shareholders' meeting, and the company and its subsidiaries are prohibited from providing external guarantees without such approval [2][3][4] Approval and Responsibilities - The Legal and Risk Management Department is responsible for overseeing external guarantees, while the Finance Department handles statistical duties related to these guarantees [4][5] - The external guarantee application department must analyze the creditworthiness of the guaranteed party and assess the associated risks before applying for guarantees [6][7] - External guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require approval from both the board of directors and the shareholders' meeting [7][8] Risk Control and Management - The company and its subsidiaries should not provide guarantees for enterprises without equity relationships or those lacking sustainable operational and debt repayment capabilities [3][9] - The external guarantee management department is responsible for maintaining records of all external guarantees and ensuring timely repayment of debts by the guaranteed parties [12][13] - If a guaranteed party defaults or undergoes bankruptcy, the external guarantee management department must promptly assess the situation and prepare for recovery actions [13] Information Disclosure - The company must disclose external guarantee matters after board approval and report any significant changes in the guaranteed party's financial status [14][15] - Any department involved in external guarantees is responsible for timely reporting and providing necessary documentation for disclosure [14][15] Responsibilities of Personnel - Company directors and senior management are accountable for adhering to the external guarantee management system, and any violations may result in disciplinary actions [15][16] - The board of directors will determine the consequences for individuals responsible for losses or risks associated with external guarantees based on the severity of the situation [15]

董事会薪酬与考核委员会工作规程 第一章 总 则 第一条 为完善中远海运特种运输股份有限公司（以下简称"公司"）公司治理 结构，促进公司规范运作，根据《公司法》、《上市公司治理准则》、《公司章程》 及其他有关规定，并制定本工作规程。 中远海运特种运输股份有限公司 第五条 薪酬与考核委员会设主任一名，由独立董事担任，负责召集与主持委员 会工作。主任由委员过半数选举产生。 第六条 薪酬与考核委员会成员由同届董事会董事组成，并由董事会会议选举产 生，可连选连任，任期与同届董事会任期一致。期间如有委员不再担任公司董事职 务，将自动失去委员资格，应根据第四至五条的规定予以补选。 第七条 公司须为薪酬与考核委员会提供必要的工作条件，薪酬与考核委员会履 行职责时，公司管理层及相关部门须给予配合。 第八条 薪酬与考核委员会下设工作组作为日常办事机构，以公司人力资源部为 牵头单位，负责日常工作联络和会议组织工作。工作组成员无需是薪酬与考核委员会 委员。 第三章 职责权限 第九条 薪酬与考核委员会的职责权限： 第二条 薪酬与考核委员会为董事会下设的专门委员会，对董事会负责。 第三条 薪酬与考核委员会成员须保证足够的时间和精力履行委 ...

中远海运特种运输股份有限公司 董事会提名委员会工作规程 第一条 为规范中远海运特种运输股份有限公司（以下简称"公司"）董事及 高级管理人员的选聘工作，优化董事会及高级管理人员成员的组成，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，公司特设立董事会提名委员会，并制定本工作规程。 第二条 提名委员会是董事会下设立的专门机构，对董事会负责。 第三条 提名委员会成员须保证足够的时间和精力履行委员会的工作职责， 勤勉尽责。 第二章 人员组成 第 四条 提 名委员会由 三至 五名董事 组成，其中独立 董事应占 二分之 一以 上。提名委员由董事长、二分之一以上独立董事或三分之一以上董事提名，并由 董事会选举产生。 第五条 提名委员会设主任一名，由独立董事担任，负责主持委员会工作。 主任由委员过半数选举产生。 第一章 总 则 第 六条 提 名委员会成 员由 同届董事 会董事组成 ，并由董事 会会议 选 举产 生 ， 可连 选连 任， 任 期与 同届 董事会 任期 一致 。期 间如有 委员 不再 担 任 董 事 职 务，将自动失去委 ...

General Principles - The strategic decision-making committee is established to enhance the scientific and standardized nature of strategic decisions and improve the company's governance structure [2] - The committee is responsible to the board of directors and must ensure members dedicate sufficient time and effort to their responsibilities [2] Composition of the Committee - The committee consists of three to five directors, nominated by the chairman and independent directors, and elected by the board [4] - The chairman serves as the committee's director, and members are elected for a term aligned with the board's term [5] Responsibilities and Authority - The committee is tasked with researching and proposing suggestions for the company's medium to long-term strategic planning [9] - It evaluates the formulation and execution processes of the strategic planning [9] - The committee also provides recommendations for the company's development goals and major investment decisions [5] Decision-Making Procedures - Meetings can be convened upon the proposal of two or more committee members or at the discretion of the chairman [10] - A quorum of two-thirds of the members is required for meetings, and decisions must be approved by a majority [11] Meeting Protocols - Meetings are primarily held in person but can also be conducted via communication methods such as video or phone conferences [14] - Meeting records and resolutions must be documented and signed by attending members [14] Confidentiality and Documentation - All participants in meetings are bound by confidentiality regarding the matters discussed [19] - Documents related to the committee's activities must be preserved for five years [20]