Subsidiary Management Regulations

Guangdong Jushen Logistics Co., Ltd.
Subsidiary Management System
Chapter 1 General Principles
Article 1 In order to strengthen the management of subsidiaries by Guangdong Jushen Logistics Co., Ltd. (hereinafter referred to as "the Company" or "this Company"), ensure the standardized, efficient, and orderly operation of subsidiaries, promote their healthy development, improve the overall asset operation quality of the Company, and protect the legitimate rights and interests of the Company and its investors, this system is formulated in accordance with the relevant provisions of the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Shenzhen Stock Exchange Listing Rules," "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Main Board Listed Companies," and other laws, administrative regulations, departmental rules, normative documents, and the "Articles of Association of Guangdong Jushen Logistics Co., Ltd." (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2 The term "subsidiary" in this system refers to the invested companies that are included in the Company's consolidated financial statements and are controlled or actually controlled by the Company, specifically as follows:
(1) Wholly-owned subsidiaries established solely by the Company;
(2) Companies established by the Company in conjunction with other entities or individuals, in which the Company holds more than 50% of the equity or shares;
(3) Companies established by the Company in conjunction with other entities or individuals, in which the Company holds less than 50% of the equity or shares but can determine the composition of more than half of the board of directors;
(4) Companies established by the Company in conjunction with other entities or individuals, in which the Company holds less than 50% of the equity or shares but can actually control through agreements or other arrangements.
Article 3 The Company mainly manages its subsidiaries through the appointment of directors, supervisors, senior management personnel, and daily supervision.
Article 4 Strengthening the management of subsidiaries aims to establish an effective control mechanism to manage the Company's organization, resources, assets, investments, and operations, enhance the overall operational efficiency of the Company, and improve its risk resistance capability.
Article 5 If a subsidiary also holds other companies, it should manage its subordinate subsidiaries in accordance with this system. The relevant functional departments of the Company shall carry out management, guidance, supervision, and other related work for subsidiaries in a timely and effective manner according to this system and relevant internal control systems.
Chapter 2 Organizational Management
Article 6 The Company shall appoint or recommend directors, supervisors, senior management personnel, and other management personnel (hereinafter collectively referred to as "Company Appointed Personnel") to subsidiaries in accordance with the provisions of the subsidiary's articles of association, with the Company Appointed Personnel determined by the Company's general manager office meeting.
Article 7 The responsibilities of Company Appointed Personnel in subsidiaries are:
(1) To exercise relevant rights in accordance with the law and assume relevant management responsibilities;
(2) To urge subsidiaries to strictly comply with national laws and regulations, operate legally, and standardize operations;
(3) To coordinate relevant work between the Company and subsidiaries;
(4) To ensure the implementation of the Company's development strategy, resolutions of the board of directors, and shareholders' meetings;
(5) To act faithfully, diligently, and responsibly, effectively safeguarding the Company's interests in the subsidiary from infringement;
(6) To regularly or upon the Company's request report the production and operation status of the subsidiary to the Company and promptly report major matters as stipulated in the information disclosure management system;
(7) To undertake other tasks assigned by the Company.
Article 8 Directors, supervisors, and senior management personnel recommended or appointed by the Company to subsidiaries must strictly abide by laws, administrative regulations, and the Articles of Association, owe a duty of loyalty and diligence to the Company and the subsidiary, shall not use their authority for personal gain, shall not accept bribes or other illegal income, shall not misappropriate the subsidiary's property, and shall not enter into contracts or conduct transactions with the subsidiary without the Company's consent. If the above personnel violate these provisions and cause losses, they shall bear compensation liability; if suspected of committing a crime, legal responsibility shall be pursued in accordance with the law.
Article 9 Subsidiaries shall refer to the Company's human resources management system for their work.
Chapter 3 Management of Business and Investment Decisions
Article 10 All business activities of subsidiaries must comply with national laws, administrative regulations, rules, and policies, and should formulate and continuously revise their own business management objectives based on the Company's overall development plan and business plan to ensure the planned completion of annual business objectives and ensure investment returns for the Company and other shareholders.
Article 11 The business and development plans of subsidiaries must serve and comply with the Company's development strategy and overall planning, refine and improve their own plans within the framework of the Company's development plan, and establish corresponding business plans and risk management systems under the supervision of the Company based on the Company's business strategies and risk management policies.
Article 12 Subsidiaries must carry out relevant work in accordance with the Company's document management regulations. Important documents such as board resolutions, articles of association, business licenses, seals, annual inspection reports, relevant government approvals, and various major contracts of the subsidiary should be properly kept, and documents involving the overall interests of the Company should be filed with the relevant departments of the Company.
Article 13 The external investment matters of subsidiaries shall follow the provisions of the Articles of Association, the Company's "External Investment Management System," and its amendments from time to time.
Article 14 When a subsidiary purchases or sells assets (excluding the purchase of raw materials or the sale of goods and other assets related to daily operations), makes external investments, provides financial assistance, leases in or out assets, receives gifts of assets, undergoes debt or equity restructuring, mortgages assets, entrusts financial management, engages in related party transactions, provides external guarantees, or signs entrusted or licensing agreements, such transactions must be executed after being approved at various levels according to the authority stipulated in the subsidiary's articles of association, the Articles of Association, the "External Investment Management System," the "External Guarantee Management System," and other relevant Company regulations.
Article 15 The general manager of the subsidiary shall organize the preparation of the annual work report and the next year's business plan in a timely manner after the end of each accounting year according to the specific requirements of the Company's management.
Article 16 If any abnormal situation occurs during the production and operation of the subsidiary, it shall promptly inform the Company, which will assist the subsidiary in resolving and handling the situation.
Article 17 The Company shall conduct regular and irregular inspections of the production and operation of subsidiaries, propose rectification suggestions for problems identified during inspections, and track the implementation of rectifications, providing relevant support when necessary.
Article 18 If losses are caused to the Company and the subsidiary due to actions beyond authority during business investment activities, the main responsible personnel shall be criticized, warned, or dismissed, and they may be required to bear compensation liability.
Article 19 Business dealings between the subsidiary and the Company shall be conducted in accordance with the business management methods of the relevant departments of the Company.
Chapter 4 Personnel, Salary, and Welfare Management
Article 20 Apart from Company Appointed Personnel, subsidiaries may independently recruit and dismiss relevant employees based on production and operational needs, but must report the relevant situation to the Company's human resources department.
Article 21 Subsidiaries shall formulate their salary and welfare management systems and policies in accordance with relevant laws and regulations and the requirements of local competent authorities, as well as in accordance with the requirements of their articles of association, and refer to the Company's relevant salary and welfare management systems.
Chapter 5 Financial Management
Article 22 The accounting methods and accounting policies used in the financial management of subsidiaries, including accounting estimates and changes, shall comply with the relevant provisions of the Company's accounting management system.
Article 23 The Company's finance department is responsible for guiding and supervising the accounting and financial management work of subsidiaries. The annual audit institution for subsidiaries shall be arranged by the Company's finance department.
Article 24 Subsidiaries shall regularly submit financial accounting statements to the Company's finance center and shall promptly submit accounting statements and provide relevant accounting materials in accordance with the Company's requirements for preparing consolidated financial statements and disclosing accounting information.
Article 25 The Company may appoint a financial officer to the subsidiary, who shall supervise the authenticity and legality of the financial status of the subsidiary.
Chapter 6 Information Disclosure
Article 26 Subsidiaries shall disclose information in a timely manner in accordance with the Company's "Information Disclosure Management System."