Rules and regulations for safe production of freight forwarders and shipping agents

2. After replacement, the qualification certificates of the subsidiaries of the company are as follows:

The logistics company has the People's Republic of China (PRC) International Freight Forwarder Approval Certificate issued by the Ministry of Foreign Trade and Economic Cooperation; Foreign agency companies have the Qualification Registration Certificate of International Shipping Agency issued by the Ministry of Communications and the Approval Certificate of People's Republic of China (PRC) International Freight Forwarding Enterprise issued by the Ministry of Foreign Trade and Economic Cooperation.

Seven, Du Dong branch, tally company, logistics company, foreign agents, shipping companies, domestic shipping agents and Lurong tax iron service quality control.

There is a relatively complete set of rules and regulations on service quality control of the assets placed this time, including:

Du Dong Branch has always attached great importance to service quality in the loading and unloading and storage operations of bulk cargo, miscellaneous parts and domestic containers, and formulated effective service quality management systems, such as loading and unloading technology and quality standards, post work quality standards, etc. The goal of Du Dong Branch is to establish a systematic, standardized, easy-to-operate and complete quality management system, continuously improve the customer service system, and strive to pass the relevant quality certification system as soon as possible on this basis.

Tally company has established and improved its service quality assurance system since 1997 introduced ISO 9002: 1994 quality standard. In April of 200 1 year, the tally company converted the original ISO9002 into ISO900 1:2000 quality management system. In this quality management system, the tally company has specified the service quality control standards, service quality control measures and handling methods of service quality complaints in detail, and has successively formulated quality manuals, quality procedures, work instructions and other rules and regulations.

The logistics company passed the ISO900 1:2000: 2000 quality management system in June 2002. With the quality policy of "endless service and smoother logistics", the logistics company has set the following quality objectives according to the characteristics of production services: the intact rate of container machinery and equipment reaches 90%, the timely transportation rate reaches 95%, the average container lifting time per natural container is less than 30 minutes and the unloading time is less than 30 minutes. The safety and quality indicators reach zero major safety accidents, the loss rate of goods/containers is controlled below four ten thousandths, and the customer satisfaction is over 90%. In order to ensure the realization of the above service quality standards, the ISO system of logistics companies has formulated strict rules and regulations such as service provision procedures, customer satisfaction evaluation and unqualified control process.

In 1996, foreign companies have established a quality management system that conforms to ISO9002 labeling standards and passed CCIB quality system certification. 1998 cooperated with the overall certification of overseas systems, passed the evaluation of the British Bureau of Standards (BSI), and obtained the quality system certification certificate issued by BSI. In order to standardize service standards, prevent and control unqualified services, outsourcing companies have successively formulated rules and regulations such as Xiamen Outsourcing Service Standard, Field Service Specification, Customer Satisfaction Measurement Procedure, Customer Complaint Handling Procedure, Unqualified Service Control Procedure and Corrective and Preventive Measures Procedure.

The shipping company introduced the quality management system conforming to ISO 9000: 2000 standard in 1998, and obtained the international certification in February 2002. In order to standardize the service standards, the shipping company has successively formulated the tugboat service control procedure, the ship safety and quality supervision and inspection procedure, the operational safety precautions of the engine department, the ship safety inspection system and other rules and regulations.

Eight. Du Dong branch, tally company, logistics company, overseas agency, shipping company, domestic shipping agent, main customers and suppliers of Lurong Shuitie.

1. Major customers

(1) The top five customers of Du Dong Branch accounted for16.58% of the revenue of Du Dong Branch in 2003;

(2) The top five customers of the tally company accounted for 23.46% of the tally company's revenue in 2003;

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

(4) The top five customers accounted for 32.07% of the shipping agency business income in 2003;

(5) The top five customers of the shipping company accounted for 27% of the shipping company's revenue in 2003;

(6) In 2003, the top five customers of domestic shipping agents accounted for 96.5% of the revenue of domestic shipping agents;

(7) The top five customers of Lurong Shuitie in 2003 accounted for 98.69% of Lurong Shuitie's revenue in 2003.

2. Major suppliers

After the completion of asset replacement, our company mainly provides port integrated logistics business, cargo space displacement and other related services. Compared with product manufacturers, our company has less demand for raw materials, mainly the supply of energy and purchased parts (complete sets of equipment or accessories). Among them, Du Dong Branch's total purchases from the top five suppliers accounted for 34. 19% of the total purchases in 2003. Logistics companies, tally companies, foreign agents, shipping companies, domestic shipping agents, Lurong Shuitie are completely service enterprises and have no fixed suppliers.

Nine, production safety, labor protection and environmental protection.

1. Safety in production and labor protection

The assets to be placed this time will be subject to strict safety production responsibility system, and the standardization, proceduralization and institutionalization of business processes will be continuously promoted. The internal safety management rules and regulations implemented by each company are as follows:

Du Dong Branch: In accordance with the spirit of the Law on Safety in Production, we constantly improve the company's rules and regulations on safety in production, pay close attention to the implementation of the system, strictly assess, and implement the responsibility system for safety in production layer by layer to promote the all-round development of safety in production. The existing safety production rules and regulations include: port safety rules, port safety rules, port loading and unloading safety technical operation rules, loading and unloading machinery safety technical operation rules, stone operation safety operation rules, container safety operation rules, port power supply management system, typhoon prevention and flood control plan, accident rescue plan and safety production responsibility system.

Tally company: formulated the rules and regulations of safety production, the responsibility system of safety production, the management regulations of attendance, rewards and punishments, the production environment in the quality procedure documents, etc.

Logistics Company: In order to meet the requirements of safe production, ensure the safe and orderly development of various businesses and reduce safety accidents, the logistics company has formulated the following safety operation procedures: safety quality management regulations (for trial implementation), safety operation procedures for stackers (for trial implementation), safety operation procedures for containers (for trial implementation), safety operation procedures for small forklifts (for trial implementation) and safety operation procedures for front cranes (for trial implementation).

Agency company: seriously implement the policy of "safety first, prevention first", establish and improve the safety management organization, and equip full-time safety management personnel; Formulate safety objectives and assessment methods, and sign safety production responsibility letters with subordinate departments and subsidiaries; Gradually improve all kinds of safety production management rules and regulations, and formulate corresponding safety rules (such as on-site operation safety rules, boarding safety precautions, etc.). ) combined with the actual situation.

Shipping company: formulated a safety and quality manual and defined the safety and quality policy: providing customers with satisfactory, safe and pollution-free tugboat services that meet the requirements of laws and regulations, fully meeting the agreed customer requirements and fulfilling the overall commitment; By establishing and maintaining a system that conforms to ISO9000 standards and ISM rules, we will strengthen ship management, improve personnel skills, continuously improve the system, and constantly improve the quality of tugboat safety service, so as to keep the service quality at the leading level in China.

2. Environmental protection

The assets included in this project are all service-oriented enterprises, which have little impact on the environment. Du Dong Branch is mainly engaged in loading, unloading and stockpiling of bulk cargo, groceries and domestic containers. There is a little pollution during the operation, but the source intensity is not strong, which has little impact on the water quality of the sea area, and the noise and air pollution have reached the national environmental protection standards. In order to better protect the environment and prevent pollution, Du Dong Branch has taken many measures, such as greening project construction, sewage and dirty oil treatment, noise and solid waste treatment and recycling, construction of environmental protection wharf and central heating. According to the environmental protection verification letter of Xiamen Environmental Protection Bureau to five companies including China Xiamen Ocean Shipping Agency Co., Ltd., the enterprises included in the asset replacement have complied with various environmental protection laws and regulations in the past three years, and no environmental violations have been found in their business activities, which meets the environmental protection requirements.

10. Intellectual property rights and non-patented technologies that have a significant impact on assets.

At present, Du Dong Branch, tally company, logistics company, foreign agency company, shipping company, domestic shipping agency company and Lurong Shuitie all have no intellectual property rights and non-patented technology that can have a significant impact on production and operation.

Section 8 Horizontal Competition and Related Party Transactions

I. Horizontal competition before asset replacement

Before this asset replacement, the company's main business was bridge operation, maintenance and management. The controlling shareholder Luqiao Corporation holds 6,543,800+0,626,200 state-owned shares, accounting for 5,565,438+03% of the total share capital. The main business scope of Luqiao Corporation is to undertake the construction management and operation management of large and medium-sized bridges, medium and high-grade highways, tunnels and supporting projects at home and abroad. The company and its controlling shareholder, Luqiao Corporation, belong to the auxiliary transportation industry, and their main business is the investment and construction of large and medium-sized bridges, tunnels and other transportation infrastructure projects at home and abroad and the operation and management after completion, so there is the possibility of horizontal competition. In order to avoid horizontal competition with the company, when the company was restructured into a joint-stock system and listed, Luqiao Corporation issued a Letter of Commitment on Avoiding Horizontal Competition to the company, thus avoiding horizontal competition between the two parties.

Two. Horizontal competition after asset replacement

After the completion of this asset replacement, the company's main business will be transformed from bridge operation, maintenance and management to comprehensive logistics business based on ports, loading and unloading, stockpiling, warehousing, transportation and ship auxiliary services for bulk goods and domestic containers, and there is no horizontal competition with the current controlling shareholder Luqiao Corporation.

In view of the fact that the controlling shareholder of the Company, Luqiao Corporation, has signed the Draft Agreement on the Transfer of State-owned Equity held by Luqiao Corporation with Xiamen Port Group, which has been submitted to SASAC for approval, Xiamen Port Group is a potential controlling shareholder of the Company.

After the completion of this asset replacement, the company will not only retain 95% equity of Luqiao Building Materials, but also own all the net assets of Du Dong Branch, as well as the equity assets of Tally Company 100%, Logistics Company 95%, Foreign Agency Company 60%, Shipping Company 90%, Domestic Shipping Agency 80% and Lurong Shuitie 48%. These include:

Du Dong Branch is mainly engaged in loading, unloading and stockpiling of bulk cargo, groceries and domestic containers. The basic information of Du Dong Branch of Xiamen Port Group and other enterprises engaged in port loading and unloading business is as follows:

The port area and berth of subordinate units are mainly used for the throughput of Xiamen Haitian Container Co., Ltd. in 2002. 9 192700 tons of foreign trade containers in Gongdongdu port area. Door Company 5 #- 1 1 # (equivalent to 92 19000 TEU) Port Xiamen Haicang Port Company Haicang Port Foreign Trade Container 32 13900 tons of 2 # and 3 # groceries (including 36 13000 TEU). 2,400 tons of groceries and (equivalent to 83,600 TEU) 674,600 tons of 2 # grain in Gongdongdu Port Area and 902,500 tons of 4 # sundries in Dudonggang District, such as 3 # fertilizer in Sidongdu Port Area. The unit with 637,600 tons of cargo handled 10308 1 10,000 tons of doors (equivalent to 1032600 TEU) in Xiamen Haitian Container Co., Ltd. in 2003. Xiamen Haicang Port Company serves 4.844 million tons (including 579,900 TEUs). Xiamen Gao Qi Port Company 308 1 10,000-ton Tuanshi Hushan Wharf Co., Ltd. 782,700-ton Xiamen Port Liuwudian Wharf Company165,800-ton Bendongdu Branch145.3/10,000-ton (fold) total150,400 TEU)/

According to the relevant regulations of China's customs, the terminals engaged in domestic container business and those engaged in foreign container business must be completely separated. Therefore, except for Du Dong Branch, all the subsidiaries of Xiamen Port Group are not engaged in domestic container loading and unloading business, so Xiamen Port Group and our company do not constitute horizontal competition in domestic container business.

In the bulk cargo loading and unloading business, the loading and unloading of grain and fertilizer in berths 2 # and 3 # of Du Dong Branch requires special equipment such as grain loading and unloading and fertilizer filling, but the subordinate enterprises of Xiamen Port Group do not have such special equipment at present. Therefore, in the loading and unloading of grain, fertilizer and other goods, Xiamen Port Group and our company do not constitute horizontal competition. Shihushan Wharf Co., Ltd., a subsidiary of Xiamen Port Group, is mainly engaged in the loading and unloading of coal and iron ore, and has a special wharf for coal loading and unloading. Du Dong Branch is unable to load and unload such goods at present. Due to the difference in loading and unloading goods, Shihushan Wharf Co., Ltd. and our company do not constitute horizontal competition.

Although Xiamen Gao Qi Port Company and Xiamen Liuwudian Wharf Company are also engaged in the loading and unloading of movable groceries, they do not constitute substantial horizontal competition with our Du Dong branch for the following reasons. Gao Qi Port, where Xiamen Gao Qi Port Company is located, is positioned as a small berth port, mainly for transshipment of bulk cargo and miscellaneous parts. There are two thousand-ton berths, and the water depth at the wharf front is -4.4m, which can only dock * thousand-ton ships, while the 2 #-4 # bulk berths of Du Dong Branch are all more than 10,000 tons, and the water depth at the wharf front reaches-1 1.7m, the maximum *. Therefore, Xiamen Port Company cannot compete with Liuwudian Wharf Company in Xiamen Port in terms of berth conditions and business volume. The water depth at the wharf front is -4.8m, and only ships of * 1,000 tons can dock. It mainly provides general cargo handling for Tong 'an and surrounding areas, serving customers and radiating areas only for Tong 'an and surrounding areas. In terms of berth conditions, business volume, customer service, radiation area, etc., Xiamen Port Liuwudian Terminal Company cannot form substantial competition with Du Dong Branch.

Xiamen Port Group and Xiamen International Trade Group Co., Ltd. (stock code "600755") * * * jointly established Xiamen Haicang Port Co., Ltd., and held 70% and 30% of its rights and interests respectively. Xiamen Haicang Port Co., Ltd. and Hutchison Port Xiamen Co., Ltd. * * jointly established Xiamen International Container Terminal Co., Ltd. (hereinafter referred to as "International Container Terminal"), holding 565,438+0% and 49% of its rights and interests respectively. According to the joint venture contract and the company's articles of association, the international container terminal is controlled by shareholders of both parties. International container terminal is mainly engaged in the loading and unloading of foreign trade containers and groceries. The company's main business is the loading and unloading and stockpiling of foreign trade containers, and the proportion of grocery loading and unloading in its total business volume is decreasing year by year. In 2002, international container terminals handled 695,000 tons of groceries, accounting for 20.5 1% of the company's total throughput from 25.89% in 2006, while Du Dong handled 22 1.47 million tons of groceries in the same period. In 2003, the international container terminal handled 633,000 tons of groceries, accounting for 65,438+03.08% of the company's total throughput, while Du Dong Company handled 3,008,654.38+00,000 tons of groceries in the same period. However, the volume of foreign trade containers in international container terminals has increased rapidly year by year. In 2002, the container throughput of foreign trade increased by 32.06% compared with 200 1, and in 2003, it increased by 60.48% 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 some general cargo handling business, it still forms a certain level of horizontal competition with Du Dong Branch.

After the completion of this asset replacement, Xiamen Port Group and its subordinate enterprises are no longer engaged in the same or similar business as shipping (cargo) agency, cargo transportation, container transportation, tally, building materials and concrete products.

Based on the above facts, after the completion of this asset replacement, Xiamen Haicang Port Company, a subsidiary of Xiamen Port Group, and Du Dong Branch, a subsidiary of this company, have a certain degree of horizontal competition in the loading and unloading business of bulk goods and miscellaneous parts. In addition, Xiamen Port Group and the company do not constitute horizontal competition.

Third, measures to solve horizontal competition.

Although Shihushan Wharf Co., Ltd., Xiamen Gao Qi Port Co., Ltd. and Xiamen Liuwudian Port Co., Ltd. have great differences in cargo loading and unloading, berth conditions, business volume, customer service, radiation area, etc., after the replacement, they do not constitute substantial horizontal competition with the company. Xiamen Port Group still promises that Xiamen Gao Qi Port Co., Ltd. and Xiamen Liuwudian Port Co., Ltd. only handle 1000 tons of small bulk cargo, while Shihushan Port Co., Ltd. only deals in coal and iron ore. In addition, after the replacement, Xiamen Port Group will transfer the operating assets of the above three companies to our company at a fair price as long as the company requires.

As for the current horizontal competition with Xiamen Haicang Port Company, as 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 some grocery loading and unloading business, the loading and unloading rate of foreign trade container business is much higher than that of foreign trade container business. With the sustained and steady growth of Xiamen Port's foreign trade container business, under the same conditions, international container terminals will definitely give priority to the development of foreign trade container business, so the foreign trade container business will gradually decrease and naturally shrink. At the same time, Xiamen Port Group has promised to use the influence of Xiamen Haicang Port Company in the board of directors of international container terminals to promote international container terminals to take foreign trade containers as their main business and gradually withdraw from the grocery loading and unloading business.

Xiamen Port Group also promises that the existing bulk cargo and general cargo terminals will not compete with our company in any way such as price reduction or disguised price reduction. With regard to the new horizontal competition that may occur in the future, Xiamen Port Group promises not to directly or indirectly participate in any business or activity that competes with the company and its holding subsidiaries in any way (including but not limited to operating alone, through joint ventures or owning shares and other rights and interests of other companies or enterprises) after completing the asset replacement and becoming the controlling shareholder of the company, and has issued a Letter of Commitment on not conducting similar business with the company to avoid horizontal competition after the replacement.

Four. Opinions of lawyers and independent financial advisers on Xiamen Road and Bridge Competition

Beijing Zhongtian Zhong Rui Law Firm, the legal adviser of this asset replacement, said: "After this asset replacement is completed and Xiamen Port Group becomes the controlling shareholder of Xiamen Road and Bridge, Xiamen Port Group and Xiamen Road and Bridge will not form other horizontal competitions except for the loading and unloading of groceries. Under the condition that the commitment issued by Xiamen Port Group to avoid horizontal competition is effectively fulfilled, the existing horizontal competition problem will be effectively solved. "

Guotai Junan Securities Co., Ltd., an independent financial consultant of this asset replacement, believes that: "After the completion of this asset replacement, Xiamen Port Group and Xiamen Luqiao will have certain horizontal competition in the loading and unloading business of bulk goods and groceries, and the commitment letter issued by Xiamen Port Group to avoid horizontal competition will help protect the interests of Xiamen Luqiao and its minority shareholders."