Core Points - The document outlines the governance structure and responsibilities of independent directors at Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [1][2][4] Group 1: Independent Director Responsibilities - Independent directors must fulfill their duties with loyalty and diligence, adhering to relevant laws and regulations, and should act independently to safeguard the overall interests of the company and minority shareholders [2][4] - Independent directors are required to hold special meetings exclusively attended by independent directors to discuss significant matters, with a notification period of at least three days prior to the meeting [2][3] Group 2: Meeting Procedures - Special meetings of independent directors require the presence of at least two-thirds of independent directors to be valid, and non-independent directors may attend but cannot vote [3][4] - Voting in special meetings is conducted on a one-vote-per-person basis, and meetings can be held through various communication methods, including online and telephone [3][4] Group 3: Decision-Making and Reporting - Certain matters, such as related party transactions and changes in commitments, must be discussed and approved by a majority of independent directors before being submitted to the board [4][5] - Independent directors must submit an annual report detailing their performance and the outcomes of special meetings to the company's annual shareholders' meeting [7][8]

Core Points - The document outlines the work system for the board secretary of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, emphasizing the need for compliance with relevant laws and regulations [1][10] - The board secretary is a senior management position responsible for communication with the Shenzhen Stock Exchange and ensuring the company's compliance with information disclosure requirements [2][5] Group 1: General Provisions - The board secretary is appointed by the board of directors and is responsible for the company's information disclosure and investor relations management [5][6] - The company must provide necessary conditions for the board secretary to perform their duties effectively [1][2] Group 2: Qualifications and Restrictions - The board secretary must possess necessary financial, management, and legal knowledge, and must hold a qualification certificate issued by the Shenzhen Stock Exchange [4][5] - Certain individuals are prohibited from serving as board secretary, including those under regulatory sanctions or with recent administrative penalties [3][4] Group 3: Main Responsibilities - The board secretary is responsible for preparing meetings, managing shareholder information, and ensuring timely and accurate information disclosure [5][6] - The board secretary must coordinate communication between the company and regulatory bodies, shareholders, and other stakeholders [5][6] Group 4: Appointment and Dismissal - The board secretary's term is three years, and the company must appoint a new secretary within three months if the position becomes vacant [6][8] - The board must provide valid reasons for dismissing the board secretary and must report the dismissal to the Shenzhen Stock Exchange [7][8] Group 5: Legal Responsibilities - The board secretary has a duty of loyalty and diligence to the company and must not misuse their position for personal gain [8][9] - Upon leaving the position, the board secretary must sign a confidentiality agreement to maintain the confidentiality of sensitive information [9][10]

Core Points - The article outlines the establishment and operational rules of the Strategic Committee of Zhuhai Hengji Daxin International Chemical Storage Co., Ltd, aimed at enhancing the company's core competitiveness and improving investment decision-making processes [3][4][8] Group 1: General Provisions - The Strategic Committee is a specialized working body established by the Board of Directors to conduct feasibility studies on long-term strategic planning and major strategic investments, providing recommendations to the Board [3][4] - The committee consists of three directors, including at least one independent director, and is chaired by the Chairman of the Board [3][4] Group 2: Responsibilities and Authority - The main responsibilities of the Strategic Committee include researching and proposing suggestions for the company's long-term strategic planning, major investment financing plans, and significant capital operations [4][5] - The committee is responsible for reviewing the implementation of these matters and any other issues authorized by the Board [4][5] Group 3: Working Procedures - An Investment Review Group is established under the Strategic Committee, led by the General Manager, to prepare for decision-making by providing relevant materials [5][6] - The Strategic Committee holds regular meetings at least once a year and can convene temporary meetings as needed, ensuring that all members can communicate effectively [6][7] Group 4: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a majority [7][8] - The committee can invite external professionals for advice, with costs covered by the company [7][8]

General Principles - The company aims to establish and improve the incentive and restraint mechanism for its operators, ensuring the stability of the core management team and aligning their interests with the long-term benefits of the enterprise [2][3] - The management and decision-making bodies include the Board of Directors and the Compensation and Assessment Committee, which are responsible for evaluating and determining the compensation of senior management [5][6] Compensation Structure - Senior management compensation consists of basic salary and performance-based pay, linked to responsibilities, risks, and operational performance [3][4] - Basic salary is determined by market standards and factors such as position, responsibility, and capability, and is paid monthly [3][4] - Performance pay is based on the completion of company operational goals, safety production, compliance, and the effectiveness of the senior management's responsibilities [3][4] Performance Assessment - The annual performance assessment period runs from January 1 to December 31, with evaluations conducted by the Compensation and Assessment Committee based on the company's operational status and annual audit results [5][6] - Specific conditions under which performance pay will not be granted include serious damage to company interests and significant legal violations [5][6] Implementation and Effectiveness - The compensation and assessment system will take effect upon approval by the Board of Directors [6]

Core Points - The establishment of a Safety and Risk Control Management Committee by Zhuhai Hengji Daxin International Chemical Storage Co., Ltd. aims to enhance safety management and risk control capabilities [1][2] - The committee is responsible for consulting and reviewing safety management and risk control, overseeing overall safety, environmental protection, and investment risk management [1][2] - The committee consists of four directors, including at least two independent directors, and is accountable to the board of directors [2][3] Responsibilities and Authority - The committee's main responsibilities include reviewing safety and risk control management structures, submitting safety and risk management reports to the board, and evaluating risk judgment standards for major decisions and events [2][3] - The committee is required to regularly hear reports from the company's safety production committee and investment and risk management department [2][3] Meeting Procedures - The committee holds regular meetings at least twice a year and can convene temporary meetings as needed [3][4] - Meetings require the presence of at least two-thirds of the committee members to be valid, and decisions must be approved by a two-thirds majority [4][5] - Meeting records must be kept, and members are obligated to maintain confidentiality regarding discussed matters [5][6] Implementation and Amendments - The rules established for the committee take effect upon approval by the board and will be amended as necessary [6][7] - Any unresolved matters will be governed by relevant national laws and regulations, and the board is responsible for interpreting these rules [6][7]

General Overview - The company establishes a Compensation and Assessment Committee to enhance the governance structure and manage the compensation and assessment of directors and senior management [1][2] Committee Composition - The committee consists of three directors, with independent directors holding a majority and serving as the convener [4] - The committee's term aligns with that of the board, with independent directors limited to a maximum of six consecutive years [2][3] Responsibilities and Authority - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management, and making recommendations to the board on various matters [3][4] - The board has the authority to reject compensation plans that may harm shareholder interests, and must document reasons for not adopting committee recommendations [3][4] Decision-Making Procedures - The committee's working group prepares necessary materials for decision-making, including financial indicators and performance evaluations [5][6] - The committee evaluates directors and senior management based on performance standards and proposes compensation amounts to the board [5][6] Meeting Rules - The committee must hold at least one meeting annually, primarily in person, but can use other methods if necessary [6][7] - A quorum requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [6][7] Additional Provisions - The rules take effect upon board approval and will be revised in accordance with future legal changes [7][8]

Core Viewpoint - The company has established a Nomination Committee to regulate the selection of board members and senior management, aiming to optimize the board composition and improve corporate governance [1][2]. Group 1: General Provisions - The Nomination Committee is a specialized working body of the board, responsible for formulating selection criteria and procedures for directors and senior management [1]. - The committee consists of three directors, with independent directors holding a majority and serving as the convener [2]. Group 2: Responsibilities and Authority - The Nomination Committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2]. - The committee must research the qualifications and selection procedures for board members and senior management, submitting resolutions to the board for review [2][8]. Group 3: Meeting Procedures - The committee is required to hold at least one meeting annually, with provisions for additional meetings as necessary [3][4]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be approved by a majority [4][5]. Group 4: Documentation and Confidentiality - Meeting records must be accurate and complete, reflecting the opinions of attendees, and must be retained for at least ten years [5]. - All committee members are bound by confidentiality regarding the matters discussed in meetings [5][6]. Group 5: Implementation and Amendments - The rules established for the Nomination Committee will take effect upon approval by the board and will be amended in accordance with national laws and regulations [6].

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]