Corporate Governance Report 2025

Corporate Governance Report 2025

(Extracted from Annual Report 2025)

Jinhui Shipping recognizes the importance of good corporate governance to the Company's value creation and has devoted considerable efforts to identify and formulate corporate governance practices appropriate to the Company in terms of practicality and suitability. The Board has the overall responsibility for the Company's corporate governance and ensures the Company implements sound corporate governance practice.

The following specifies the items or information that must be disclosed under Section 3-3b of the Norwegian Accounting Act:

1. A statement of the code of practice and regulatory framework for corporate governance

   Pursuant to Section 4.4 of the Oslo Rule Book II - Issuer Rules, companies listed on the Oslo Stock Exchange (Euronext Oslo Børs) must publish a comprehensive report on the company's corporate governance in the directors' report or in a document that is referred to in the directors' report. The report must cover every section of the Norwegian Code of Practice for Corporate Governance (the "Norwegian Code of Practice") and must include the required report contents as set out in Section 3-3b of the Norwegian Accounting Act.

   Jinhui Shipping has applied the principles as set out in the Norwegian Code of Practice as its corporate governance structure. The Company gives an annual review of the corporate governance report which covers every section for its compliance with the Norwegian Code of Practice, and explains the deviations with selected alternative approaches on pages 16 to 32 with the numbers refer to the section's numerical order of the Norwegian Code of Practice.

2. Information on where the code of practice and regulatory framework is publicly available

   According to the latest version of the Norwegian Code of Practice, published on 25 August 2025, is available on the Norwegian Corporate Governance Board website (https://www.nues.no). The Oslo Rule Book II - Issuer Rules is available on Euronext Oslo Børs website (https://www.euronext.com/en/markets/oslo).

   Corporate Governance Report 2025

   (Extracted from Annual Report 2025)

   Jinhui Shipping adhered to the Norwegian Code of Practice throughout the year except for certain deviations. We report our conformance and provide explanation of the reasons for the deviations and what solution we have selected in below fifteen separate sections as described in the Norwegian Code of Practice.

3. Description of the main elements of the Group's internal control and risk management systems associated with the financial reporting process
   
   

   The Board is responsible for ensuring financial reporting process is subject to adequate control and has laid down instructions and guidelines on its own works as well as for the executive personnel on day-to-day operations and ongoing financial monitoring. The Board carries out a review of the Group's most significant risk areas in every six months and performs an annual review of its internal control systems. The Audit Committee assists the Board relating to the efficiencies of the Group's internal control over the financial reporting process; the effectiveness of the Group's risk management policies; and the qualifications and independence of the external auditor.

   The Group adopts a uniform generally accepted accounting practice in the preparation of financial statements of the Company and its subsidiaries. The internal control systems identified in the financial reporting process are primarily designed to mitigate the risks including financial reporting risk, compliance-related risk, fraud risk, and risk on financial-accounting-related IT systems. The control procedures mainly include authorizations, segregation of duties, reconciliations, management review and IT controls over financial-accounting-related IT systems. To ensure adequate and effective internal control on financial reporting process is adopted and implemented, key control procedures are ongoing monitored by the executive personnel, regularly assessed by the Board and the Audit Committee and annually reviewed by the external professionals.

   Corporate Governance Report 2025

   (Extracted from Annual Report 2025)

4. Provision in the Company's Memorandum of Association governing general meetings
   
   

   The Company's Memorandum of Association and Bye-Laws laid down the shareholders' right proceedings at general meetings, voting rights, proxies, transfer of shares, and also the rules governing the alteration or amendment to bye-laws and memorandum of association. Both do not extend or depart from the general rules laid down in Chapter 5 of the Norwegian Public Limited Liability Companies Act, which governs general meetings. The Company's Memorandum of Association and Bye-Laws have been publicly disclosed in the website of the Company.

5. Composition of the Board and the main elements in the prevailing board instructions and guidelines

   The Board adopted the Company's Bye-Laws 36 to 52 as its prevailing board instructions of procedures which laid down general powers, proceedings and administrative procedures of the directors of the Company.

   The Board Committees, which include the Audit Committee and the Remuneration Committee, are appointed by the Board under respective terms of reference that specified their authorities, duties, reporting responsibilities and reporting procedures. The respective terms of reference of the Audit Committee and the Remuneration Committee have been publicly disclosed in the website of the Company. The composition of the Board and the board committee functions are further discussed below in Section 8 and Section 9 under the Norwegian Code of Practice.

   Corporate Governance Report 2025

   (Extracted from Annual Report 2025)

6. Provision in the Company's Bye-Laws that regulates the appointment and replacement of members of the Board

   Pursuant to the Company's Bye-Law 36, the Directors shall be elected or appointed in the first place at the statutory meeting of members and thereafter in accordance with Bye-Law 38 and shall hold office until the next appointment of Directors or until their successors are elected or appointed.

   
   
   

   Bye-Law 38 stipulates that notwithstanding any other provisions in the Company's Bye-Laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation provided that notwithstanding anything herein, the Chairman and/or the Managing Director shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year.

   There are also provisions in Bye-Law 40 and Bye-Law 41 in relation to the removal of Directors and the disqualification of Directors.

7. Mandate that gives the Board the right to issue new shares and provision in the Company's Bye-Laws that gives the Board the right to decide on share repurchases

There is an existing general mandate in place that gives the Board the power to issue, allot and dispose of shares of the Company not exceeding the aggregate of 30% of the issued share capital of the Company on the date of the resolution. This general mandate was granted to the Board in the Company's annual general meeting held on 28 May 2025 and is valid until the earlier of the date of the next annual general meeting or otherwise revoked or determined by shareholders at a general meeting of the Company. The provision in the Company's Bye-Law 2 giving the Board the right to issue new shares.

The provision in the Company's Bye-Law 3 giving the Board the right to purchase its shares as the Board shall think fit. In view of the increasingly volatile nature of today's financial markets, the Board shall make timely decision on the purchase of its shares according to the then prevailing market conditions to generate the most value for shareholders of the Company.

Corporate Governance Report 2025

(Extracted from Annual Report 2025)

The section numbers mentioned below refer to the fifteen sections under the Norwegian Code of Practice.

Jinhui Shipping has applied and followed the principles as set out in the Norwegian Code of Practice. The corporate governance report of 2025 covered every section of Norwegian Code of Practice with the description of our conformance throughout the year and the explanation of the reasons for the deviations.

The objectives of Jinhui Shipping are set out in its Memorandum of Association, which include the businesses of inter alia:

• acting and performing all the functions of a holding company;

• acting as ship owners, managers, operators and agents; and

• acquiring, owning, selling, chartering, repairing or dealing in ships.

The Group's main objectives, strategies and risk profiles for our businesses are discussed in "Strategies and Business Profile" on pages 5 to 8 in JST 2025 Annual Report and in the section of Risk Management in "Directors' Report" on pages 64 to 67 in JST 2025 Annual Report.