Freight forwarding, shipping agency company's production safety regulations, rules and regulations

2. After the replacement, the subordinate enterprises of the Company have the following qualification certificates:

Logistics Company has the "Certificate of Approval for International Cargo Transportation Agency Enterprises of the People's Republic of China" issued by the Ministry of Foreign Trade and Economic Cooperation; the foreign agency company has the "Certificate of Registration of Qualification for International Ship Agency Operation" issued by the Ministry of Transportation and "Certificate of Approval for International Cargo Transportation Agency Enterprises of the People's Republic of China" issued by the Ministry of Foreign Trade and Economic Cooperation, and so on. Certificate of Approval of International Cargo Transportation Agency Enterprises" issued by the Ministry of Foreign Trade and Economic Cooperation.

VII. Service Quality Control of Dongdu Branch, Cargo Handling Company, Logistics Company, Foreign Agency Company, Shipping Company, Domestic Shipping Agency and Lurong Water Railway Company

The assets to be purchased in this project have a complete set of rules and regulations on service quality control, among which:

Dongdu Branch has always attached great importance to service quality in the loading and unloading of bulk cargoes, general cargoes, and containers for domestic trade, and has formulated an effective and efficient service quality management system. Dongdu Branch has always attached great importance to service quality in bulk cargo, general cargo and domestic trade container loading and unloading and stacking operations, and has formulated an effective service quality management system, such as "loading and unloading technology and quality standards", "job quality standards" and so on. The goal of Dongdu Branch is to establish a set of systematic, standardized and regulated, easy-to-operate and complete quality management system and continuously improve the customer service system, and on this basis, strive to pass the relevant quality certification system as soon as possible.

Since the introduction of ISO9002:1994 quality standard in 1997, the company has established a sound service quality assurance system, and in April 2001, the company converted the original ISO9002 to ISO9001:2000 quality management system. In this quality management system, the company specifies the service quality control standards, service quality control measures and the handling of service quality complaints, and has formulated the "Quality Manual", "Quality Procedures" and "Operation Guidelines" and other rules and regulations.

Logistics company in November 2002 through the ISO9001: 2000 quality management system. With the quality policy of "endless service, smooth logistics", the company has set the following quality targets for the characteristics of production and service: the intact rate of container machinery and equipment reaches 90%, the timely rate of transportation reaches 95%, the average time of picking up and unloading boxes is less than 30 minutes per natural box, the average time of unloading boxes is less than 30 minutes per natural box, and the safety and quality indicators reach zero of major safety and responsibility accidents, zero of cargo/box responsibility accidents, and zero of cargo/box responsibility accidents. The safety quality indexes reach zero major safety accidents, the cargo/box damage rate is controlled below 4/10,000, and the customer satisfaction rate reaches more than 90%. In order to ensure the realization of the above service quality standards, the ISO system of the logistics company has formulated strict rules and regulations on service provision procedures, customer satisfaction assessment and unqualified control process.

The foreign agent company in 1996 established a quality management system in line with the ISO9002 standard, through the CCIB quality system certification; in 1998 with the foreign agent system overall certification, through the international authority of the British Standards Institution (BSI) review, to obtain the quality system certification issued by the BSI. In order to standardize the service standard, prevent and control the unqualified service, the foreign agency company has formulated "Xiamen foreign agency service standard", "field field service specification", "the measurement procedure of customer satisfaction", "customer complaint handling procedure", "the control procedure of unqualified service" and "corrective and preventive measures procedures" and other rules and regulations.

The shipping company introduced the quality management system in accordance with ISO9000:2000 standard in 1998 and obtained the international certification in February 2002; in order to standardize the service standards, the shipping company has formulated the "Control Procedures for Tugboat Service", "Procedures for Supervision and Inspection of Vessel Safety and Quality", "Safety Precautions for Operation of the Engine Department", "Vessel Security Inspection System and other regulations.

VIII. Major Customers and Suppliers of Dongdu Branch, Cargo Handling Company, Logistics Company, Foreign Agency Company, Shipping Company, Domestic Shipping Agency and Lurong Water Railway

1. Major Customers

(1) The top five customers of Dongdu Branch in 2003 accounted for a total of 16.58% of the operating income of Dongdu Branch in 2003;

(2) The top five customers of Dongdu Branch in 2003 accounted for 16.58% of the operating income of Dongdu Branch; and (2) The top five customers of the physical cargo company in 2003 accounted for 23.46% of the physical cargo company's operating income in 2003;

(3) The top five customers of the logistics company in 2003 accounted for 48% of the logistics company's operating income in 2003;

(4) The top five customers of the foreign agency in 2003 accounted for 32.07% of the foreign agency's 2003 operating income from shipping (4) The top five customers of the foreign agency company accounted for 32.07% of the operating income of the foreign agency company in 2003;

(5) The top five customers of the shipping company accounted for 27% of the operating income of the shipping company in 2003;

(6) The top five customers of the domestic shipping agency company accounted for 96.5% of the operating income of the domestic shipping agency company in 2003;

(7) The top five customers of the Lu Rong Shui Tie Company in 2003 (7) The top five customers accounted for 98.69% of the operating revenue of Banyan Water & Iron in 2003.

2. Major suppliers

After the completion of the asset swap, the Company mainly provides port integrated logistics business and space displacement of goods and other related services. Compared with product-producing enterprises, the Company's demand for raw materials is relatively low, and mainly consists of the supply of energy and purchased parts (complete sets of equipments or accessories). In particular, the combined purchases of the Dongdu Branch from the top five suppliers accounted for 34.19% of the total purchases in fiscal 2003. In contrast, Logistics Company, Cargo Handling Company, Foreign Agency Company, Shipping Company, Domestic Shipping Agency and Lurong Water & Railway, being completely service-oriented companies, have no fixed suppliers.

IX. Production safety, labor protection and environmental protection

1. Production safety and labor protection

All of the assets to be purchased under this project have implemented a more stringent production safety responsibility system, and have continuously promoted the standardization, proceduralization and institutionalization of business processes. The internal rules and regulations on safety management implemented by each company are described as follows:

Dongdu Branch: In accordance with the spirit of the Work Safety Law, the company continuously improves its rules and regulations on work safety, pays close attention to the implementation of the system, conducts rigorous assessments, and implements the system of responsibility for work safety on a layer-by-layer basis, so as to promote the comprehensive development of work safety. Existing production safety rules and regulations are as follows: "Port Area Safety Rules", "Port Area *** with the Safety Code", "Port Loading and Unloading Safety Technical Code of Practice", "Safe Handling of Loading and Unloading Machinery Safety Technical Safety Operating Procedures", "Safety Operating Procedures for Stone Operations", "Container Safety Operating Procedures", "Port Area Power Supply Management System", "Taiwan Flood Prevention and Control Plan", "Accident Rescue Plan", "Work Safety Responsibility System

Logistics Company: It has formulated the Production Safety Regulations, the Production Safety Responsibility System, the Attendance and Reward & Punishment Management Regulations, and the Production Environment in the Quality Procedure Documents.

Logistics Company: In order to adapt to the requirements of safe production, ensure the safe and orderly conduct of various operations and reduce safety accidents, the logistics company has formulated the following safety operation regulations: "Safety and Quality Management Regulations (Trial)", "Stacker Safety Operation Regulations (Trial)", "Container Safety Operation Regulations (Trial)", "Small Forklift Safety Operation Regulations (Trial)", "Frontal Crane Safety Operation Regulations (Trial)", "Safety Operation Regulations (Trial)", "Frontal Crane Safety Operation Regulations (Trial)", "Safety Operation Regulations (Trial)" and "Safety Operation Regulations (Trial)". Operation Regulations (Trial)".

Foreign agency company: earnestly implement the policy of "safety first, prevention first", establish and improve the safety management organization, and equipped with full-time safety management personnel; formulate the safety target and its assessment methods, and sign the production safety responsibility book with the subordinate departments and subsidiaries; gradually improve all kinds of production safety management rules and regulations, and It has also formulated corresponding safety rules (e.g. safety rules for on-site work, safety precautions for boarding the ship, etc.) in conjunction with the actual situation.

Shipping company: the safety and quality manual has been formulated, and the safety and quality policy has been clearly defined: i.e. to provide customers with tugboat services that are satisfactory, safe, non-polluting and in compliance with regulations, to fully satisfy the agreed customer requirements, to fulfill the overall commitment, and to continuously improve the tugboat safety service by establishing and maintaining a system in compliance with the ISO9000 standard and the ISM rules, by strengthening the management of the vessels, by improving the skills of the personnel, and by continuously improving the system. system to continuously improve the quality of tugboat safety services, so that the service quality is at the leading level in China.

2. Environmental protection

The assets included in the replacement are all service enterprises, which have less impact on the environment. Dongdu Branch is mainly engaged in loading, unloading and storage of bulk cargoes, general cargoes and domestic trade containers. There is a small amount of pollution in the operation process, but the source strength is not large, the impact on the water quality of the sea is not large, noise and air pollution have reached the national environmental standards. In order to better protect the environment and prevent pollution, Dongdu Branch has taken a number of measures such as greening project construction, sewage and oil treatment, noise and solid waste management and recycling, construction of environmentally friendly terminals and centralized heat supply. The Xiamen Municipal Environmental Protection Bureau's "Letter on the Verification of Environmental Protection of China Xiamen Foreign Ship Agency Co., Ltd. and Five Other Companies" verified that the enterprises included in the asset replacement have complied with various laws and regulations on environmental protection in the past three years, and no environmental violations have been found in their business activities to meet the environmental protection requirements.

X. Intellectual property rights and non-patented technologies that have significant impact on the replacement assets

At present, Dongdu Branch, Cargo Handling Company, Logistics Company, Foreign Agency Company, Shipping Company, Domestic Shipping Agency and Lurong Water Railway do not have intellectual property rights and non-patented technologies that can have a significant impact on production and operation.

Section VIII Competition and Connected Transactions

I. Competition before Asset Replacement

Prior to this Asset Replacement, the Company's main business was bridge operation, maintenance and management, and the controlling shareholder, Road and Bridge Corporation, held 162.62 million national shares in the Company, accounting for 55.13% of the total share capital. The main business scope of Road and Bridge Corporation is to undertake the construction and management of domestic and foreign large and medium-sized bridges, medium and high-grade public roads, tunnels and ancillary projects, as well as the operation and management of the completed projects, etc. The controlling shareholder of the Company, Road and Bridge Corporation, holds 162.62 million national shares. The Company and its controlling shareholder, Road and Bridge Corporation, belong to the same transportation auxiliary industry, and both of them take the investment and construction of domestic and foreign large and medium-sized bridges, tunnels and other transportation infrastructure projects as well as the operation and management of the completed projects as their main business, and there is a possibility of competition in the same industry. In order to avoid competition with the Company, when the Company was restructured and listed on the stock exchange, Road and Bridge Corporation issued the "Letter of Commitment on Avoidance of Competition in the Same Industry" to the Company, thus avoiding competition in the same industry between the two parties.

II. Competition after asset replacement

After the completion of this asset replacement, the main business of the Company will be changed from the operation, maintenance and management of the Bridge to the port-based integrated logistics business and the loading and unloading of bulk and miscellaneous cargoes, domestic trade containers, stacking and storage, warehousing, transportation, and assistance to ships* berthing services, etc., and there will not be any competition between the Company and the current controlling shareholder, Road and Bridge Corporation.

Given that the Company's controlling shareholder, Road and Bridge Corporation, has entered into the "State-owned Equity Transfer Agreement (Draft)" with Xiamen Port Group in respect of the transfer of 55.13% of the Company's state shares held by Road and Bridge Corporation on behalf of the Company and has been reported to the State-owned Assets Supervision and Administration Commission for approval, Xiamen Port Group is a potential controlling shareholder of the Company.

After the completion of this asset exchange, the Company, in addition to retaining 95% of the equity of Road and Bridge Building Materials, will also own all the net assets of Dongdu Branch and 100% of the equity assets of Cargo Handling Company, 95% of the Logistics Company, 60% of the Foreign Agency Company, 90% of the Shipping Company, 80% of the Domestic Agency Company, and 48% of the Heron Rong Water Railway. Among them:

Dongdu Branch is mainly engaged in loading and unloading, storage and warehousing of bulk cargoes, general cargoes and domestic trade containers. Dongdu Branch and Xiamen Port Group subordinate to other enterprises engaged in port loading and unloading business basic information is as follows:

Unit port area and berths main purpose 2002 throughput Xiamen Xiamen Haitian Container Co. Dongdu port area foreign trade containers 9,192,700 tons of gateway company 5 # - 11 # (equivalent to 921,900 TEU) Port Xiamen Haicang Port Company Haicang Port Area Foreign Trade Containers 3,213,900 tons of services 2 #, 3 # general cargo (of which 361,300 TEU) set Xiamen Gaoqi Port Company Gaoqi Port Area general cargo 312,400 tons of the group Shihushan Terminal Co. Dongdu Port Area 19 # Coal Coal, iron ore 779,600 tons of Xiamen Port Liu Wudian Terminal Company Tongan Liu Wudian yard pieces of general cargo 159,400 tons of head of the present 159,400 tons of general cargo, the head of the Dongdu Branch Dongdu Port Area 1 # domestic trade containers 949,300 tons (equivalent to 83,600 TEU) Dongdu Port Area 2 # grain, etc. 674,600 tons of the Division Dongdu Port Area 3 # fertilizers, etc. 902,500 tons of the Dongdu Port Area 4 # piece of general cargo 637,600 tons of the Affiliated Units 2003 throughput Xiamen Xiamen Haitian Container Company Limited 10,308,100 tons of the door company (equivalent to 1,030,300 tons of the door company) (equivalent to 1,032,600 TEU) Port Xiamen Haicang Port Company 4,844,000 tons (of which 579,900 TEU) Set Xiamen Gaoqi Port Company 308,100 tons Shihushan Terminal Company Limited 782,700 tons Xiamen Port LiuWuDian Terminal Company 165,800 tons of the present Dongdu Branch 1,453,100 tons (equivalent to 150,400 TEU) 1,207,700 tons of the Company 1.107 million tons (equivalent to 150,400 TEUs) 1.047 million tons 702,700 tons Source: Provided by Xiamen Port Group.

According to the relevant regulations of China's Customs, terminals engaged in domestic trade container business and terminals engaged in foreign trade container business must be completely separated. Therefore, with the exception of Dongdu Branch, which is engaged in the domestic trade container handling business, none of the subsidiaries of Xiamen Port Group is engaged in such business, and therefore Xiamen Port Group and the Company do not constitute inter-industry competition in respect of the domestic trade container business.

In the bulk cargo, general cargo handling business: Dongdu Branch 2 #, 3 # berths engaged in grain and fertilizer loading and unloading due to the need for grain handling and fertilizer filling package and other special equipment, Xiamen Harbor Group subordinate enterprises do not have such special equipment, so in the grain, fertilizer, such cargo handling, Xiamen Harbor Group and the Company does not constitute competition. Shihushan Terminal Co., Ltd. under Xiamen Port Group is mainly engaged in the loading and unloading of coal and iron ore, and has a special terminal for the loading and unloading of coal, Dongdu Branch is not able to engage in the loading and unloading of such cargoes at present, and Shihushan Terminal Co., Ltd. and the Company do not constitute competition in the same industry due to the difference of the types of cargoes to be loaded and unloaded.

Although Xiamen Gaoqi Port Company and Xiamen Port Liuwudian Terminal Company are also engaged in the handling of general cargoes, they do not substantially compete with the Company's Dongdu Branch for the following reasons. Xiamen Gaoqi Port Company is located in the Gaoqi port area is positioned to bulk cargo, general cargo transshipment of small berths port area, with two 1,000-ton berths, the water depth of the front of the pier -4.4 meters, can only stop * 1,000-ton ships, and the Dongdu branch of the 2 # -4 # of bulk berths are more than 10,000 tons of berths, the front of the pier depth of up to -11.7 meters, the maximum * berth more than 50,000 tons of bulk cargo ships, storage area of about 300,000 square meters, the terminal storage capacity of 400,000 tons. Therefore, Xiamen Gaoqi Port Company is unable to substantially compete with Dongdu Branch in terms of berth conditions and business volume. Xiamen Port Liu Wudian Terminal Company is about 70 kilometers away from Dongdu Branch, more remote, only has a 1,000-ton berth, the water depth of the front of the pier -4.8 meters, can only stop * 1,000-ton ship, mainly for Tong'an and its surrounding areas to provide general cargo loading and unloading, services to customers and the radiation area is limited to Tong'an and its surrounding areas. In terms of berth conditions, business volume, service customers and radiation area, Xiamen Port Liuwudian Terminal Company is unable to substantially compete with Dongdu Branch.

Xiamen Port Group and Xiamen International Trade Group Co., Ltd. (stock code "600755") *** with the establishment of the Xiamen Haicang Port Company Limited and hold its 70% and 30% interest respectively. (hereinafter referred to as "Xiamen International Container Terminal"), which is jointly funded by Xiamen Haicang Port Co., Ltd. and Hutchison Port Xiamen Limited (hereinafter referred to as "International Container Terminal"), and is held as to 51% and 49% interest respectively. Pursuant to the arrangements in the joint venture contract and the Articles of Association, International Container Terminal is under the joint control of the shareholders***. International Container Terminal is mainly engaged in foreign trade container and general cargo handling business, the company's main business is located in foreign trade container handling, storage, general cargo handling business volume accounted for the proportion of its overall business volume has been declining year by year. In 2002, the throughput of general cargo of International Container Terminal was 695,000 tons, and the proportion of the total throughput of the company decreased from 25.89% in 2001 to 20.51%, while the proportion of Dongdu Company was 2,214,700 tons in the same period; the throughput of general cargo of International Container Terminal was 633,000 tons in 2003, and the proportion of the company's total throughput decreased to 13.08%, while the proportion of Dongdu Company was 3,081,100 tons in the same period. 3.081 million tons. On the other hand, the volume of foreign trade container business of International Container Terminal has been growing rapidly year by year, with an increase of 32.06% in foreign trade container throughput in 2002 compared with 2001, and an increase of 60.48% in foreign trade container throughput in 2003 compared with the same period of last year, accounting for 86.92% of the total throughput. However, in view of the fact that it is still engaged in part of the handling business of general cargoes, it still constitutes a certain degree of competition with Dongdu Branch.

After the completion of this asset exchange, neither Xiamen Port Group nor its subsidiaries are engaged in the same or similar business of shipping (cargo) agency, cargo transportation, container handling, cargo handling, building materials and concrete products.

Based on the above facts, after the completion of the asset swap, there is a certain degree of competition between Xiamen Haicang Port Company, a subsidiary of Xiamen Port Group, and Dongdu Branch owned by the Company in the bulk cargo and general cargo handling business, except for this, Xiamen Port Group and the Company do not constitute competition in the same business.

Three, the measures to resolve the competition

Despite the large differences in the type of cargo, berth conditions, business volume, service customers and radiation area, Shihushan Terminal Company Limited, Xiamen Gaoqi Harbor Company, Xiamen Port Liuwudian Terminal Company and the replacement of the Company does not constitute a substantial competition in the same industry, but Xiamen Harbor Group has made a commitment: Xiamen Gaoqi Harbor Company and Xiamen Port Liuwudian Terminal Company and the Company's subsidiary Dongdu Branch. However, Xiamen Port Group still undertakes that Xiamen Gaoqi Port Company and Xiamen Port Liuwudian Terminal Company will only operate the bulk cargo handling business for small vessels of 1,000 tons, and that Shihushan Terminal Company Limited will only operate the coal and iron ore handling business; furthermore, in the event that the abovementioned three companies will operate the general cargo handling business, Xiamen Port Group will transfer the operating assets of the abovementioned three companies to the Company at a fair price upon the request of the Company after the Disposal.

As for the existing competition with Xiamen Haicang Port Company, since the main business of the international container terminal owned by Xiamen Haicang Port Company is located in the foreign trade container terminal, although it is currently engaged in a portion of the general cargo loading and unloading business, due to the fact that the foreign trade container business, as compared with the general cargo business, has a much higher loading and unloading tariff, and with the sustained and steady growth of Xiamen Port's foreign trade container business, the international container terminal will, under the same conditions, be able to provide the Company with a fair price for the operating assets of the above three companies. With the continuous and steady growth of Xiamen Port's foreign trade container business, under the same conditions, International Container Terminal will surely prioritize the development of foreign trade container business, so the general cargo business will gradually and naturally decrease and shrink. At the same time, Xiamen Port Group has promised: will use Xiamen Haicang Port Company in the international container terminal board of directors of the influence, to promote the international container terminal to foreign trade containers as the main business, and gradually withdrawn from the general cargo handling business.

Xiamen Harbor Group has also undertaken that it will not use any price-suppressing or disguised price-suppressing methods to compete with the Company in the operation of the existing bulk cargo and general cargo terminals. With regard to any new competition in the same industry that may occur in the future, Xiamen Port Group undertakes that, after completing the asset swap and becoming the controlling shareholder of the Company, it will not, in any way (including, but not limited to, operating alone, through joint ventures, or owning shares and other interests in another company or enterprise), directly or indirectly, be involved in any business or activities that compete with the Company and the Company's controlling subsidiaries, and has issued Letter of Undertaking to Avoid Competition in the Same Industry" not to carry out similar business with the Company after the Replacement.

Fourth, the lawyer and independent financial adviser on Xiamen Road and Bridge's opinion on the competition

Beijing Zhongtian Zhongrui Law Firm, the legal adviser of this asset replacement, believes that: "After the completion of this asset replacement and Xiamen Port Group becoming the controlling shareholder of Xiamen Road and Bridge, Xiamen Port Group will become the controlling shareholder of Xiamen Road and Bridge. After the completion of this asset swap and Xiamen Port Group becoming the controlling shareholder of Xiamen Road Bridge, except for the general cargo handling business which constitutes a certain degree of competition with Xiamen Road Bridge, Xiamen Port Group and Xiamen Road Bridge do not constitute any other competition in the same industry, and with the effective fulfillment of the undertaking issued by Xiamen Port Group to avoid competition in the same industry, the existing competition in the same industry will be effectively resolved."

Guotai Junan Securities Company Limited, the independent financial advisor of this asset replacement, believes that "after the completion of this asset replacement, Xiamen Port Group and Xiamen Road and Bridge in the bulk cargo, general cargo handling business will have a certain degree of competition in the same industry, Xiamen Port Group will be able to compete with Xiamen Road and Bridge in the bulk cargo, general cargo handling business, and Xiamen Road and Bridge will be able to compete with Xiamen Port Group. After the completion of this asset exchange, Xiamen Port Group and Xiamen Road and Bridge will have some competition in the bulk cargo and general cargo handling business, and the commitment issued by Xiamen Port Group to avoid competition in the same industry will help protect the interests of Xiamen Road and Bridge and its small and medium shareholders."