Core Viewpoint - The investor relations management system of Shandong Nanshan Aluminum Co., Ltd. aims to enhance communication with investors, protect their rights, and improve corporate governance to maximize company value and shareholder interests [1][2]. Group 1: Objectives and Principles - The purpose of investor relations management includes establishing effective communication channels, building a stable investor base, and promoting the overall and shareholder interests of the company [2][3]. - The basic principles of investor relations management are compliance, equality, proactivity, and honesty [3][4]. Group 2: Management Content and Methods - The company will utilize multiple channels for investor relations management, including the company website, new media platforms, and direct communication methods [5][6]. - Key communication topics with investors include the company's development strategy, legal disclosures, operational management information, and risk factors [5][6]. Group 3: Organizational Structure and Implementation - The chairman of the board is the primary responsible person for investor relations management, with the board of directors overseeing the decision-making process [19][20]. - The investor relations department is tasked with timely information disclosure, organizing meetings, and maintaining communication with investors [21][22]. Group 4: Communication and Reporting - The company must disclose information on the designated website and ensure that no public communication occurs before official announcements [12][13]. - Investor meetings should be announced in advance, and the company must provide a summary of the meeting afterward [7][29]. Group 5: Training and Documentation - The company will provide training on investor relations management for employees, especially for senior management [32][33]. - A comprehensive documentation system will be established to record investor relations activities, including participant details and discussion topics [33][34].

General Principles - The information disclosure is a continuous responsibility of the company and must be timely, truthful, accurate, complete, and clear [1][2] - Information must be disclosed simultaneously to all investors without prior leaks to any individual or entity [1][2] Disclosure Obligations - The company must disclose information related to major asset restructuring, refinancing, and significant transactions involving relevant parties [1][2] - Information disclosure documents include periodic reports, temporary reports, prospectuses, and acquisition reports [2][3] Voluntary Disclosure - The company may voluntarily disclose information relevant to investors' value judgments and investment decisions, provided it does not conflict with legally required disclosures [2][3] - Voluntary disclosures must adhere to the principles of fairness, consistency, and must not mislead investors [2][3] Consistency and Clarity - Disclosed information must be consistent over time, with financial data showing reasonable correlation and non-financial data supporting each other [3][4] - Announcements should be clear, logical, and avoid excessive jargon or vague expressions [3][4] Major Events Disclosure - The company must disclose major events that could significantly impact stock trading prices promptly, including changes in business direction, major investments, and significant losses [16][17] - Disclosure must occur at the earliest of the following: board resolution, signing of agreements, or when management becomes aware of the event [18][19] Reporting Procedures - The company must follow specific procedures for preparing, reviewing, and disclosing periodic and temporary reports, ensuring compliance with regulations [49][50] - The board of directors is responsible for ensuring timely disclosures and must approve all periodic reports before they are released [50][51] Responsibilities of Management - The board of directors and senior management are responsible for the accuracy and completeness of disclosed information and must report any significant changes or risks [27][28] - The company must maintain communication with investors and the public, including establishing dedicated investor relations channels [5][6] Confidentiality and Insider Information - Individuals with access to insider information must maintain confidentiality and are prohibited from trading based on undisclosed information [64][65] - The company must implement strict measures to prevent leaks of undisclosed major information [66][67]

山东南山铝业股份有限公司 提名委员会工作细则（2025 年 8 月修订） 第一章 总 则 第一条 为进一步规范公司董事和高级管理人员的选聘工作，优化董事会人 员组成，完善公司治理结构，根据《中华人民共和国公司法》（以下简称《公 司法》）、《上市公司治理准则》《公司章程》及其他有关规定，公司特设立 董事会提名委员会，并制定本工作细则。 第二条 董事会提名委员会是董事会设立的专门工作机构，主要负责对公司 董事及须由董事会聘免的高级管理人员的人选、选择标准和程序进行研究并提 出建议。 第二章 人员组成 第六条 提名委员会委员任期与其在董事会的任期一致，委员任期届满，连 选可以连任。期间如有委员不再担任公司董事职务，自动失去委员资格。董事 会可以审议终止提名委员会委员资格。提名委员会人数不足时，需根据上述第 三至第五条规定补足。 第七条 提名委员会因委员辞职、免职或其他原因而导致人数低于规定人数 的三分之二时，公司董事会应尽快增补新的委员人选。在提名委员会委员人数 达到规定人数的三分之二以前，提名委员会暂停行使本议事规则规定的职权。 第八条 《公司法》、《公司章程》关于董事义务的规定适用于提名委员会 委员。 第三章 ...

山东南山铝业股份有限公司 薪酬与考核委员会工作细则（2025 年 8 月修订） 第一章 总则 第一条 为规范山东南山铝业股份有限公司（以下简称"公司"）董事（如 无特别说明均不含独立董事，下同）及高级管理人员的考核和薪酬管理制度，完 善公司治理结构，根据《中华人民共和国公司法》（以下简称《公司法》）、《上 市公司治理准则》《上市公司独立董事管理办法》等有关法律、法规和规范性文 件以及《山东南山铝业股份有限公司章程》（以下简称《公司章程》）的规定， 公司设立董事会薪酬与考核委员会（下称简称"薪酬与考核委员会"），并制定 本工作细则。 第二条 薪酬与考核委员会是董事会下设的专门工作机构，主要负责制定公 司董事及高级管理人员的考核标准并进行考核；负责制定、审查公司董事及高级 管理人员的薪酬决定机制、决策流程、支付与止付追索安排等政策与方案，对董 事会负责。 第三条 本工作细则所称董事是指在本公司支取薪酬的董事，高级管理人员 是指《公司章程》中明确的高级管理人员、以及由总经理提请董事会认定的其他 高级管理人员。 第二章 人员组成 第八条 董事会秘书负责薪酬与考核委员会和董事会之间的具体协调工作。 第三章 职责权限 第 ...

Core Viewpoint - The company has established an Audit Committee under the Board of Directors to enhance decision-making capabilities, ensure effective supervision of the management, and improve corporate governance structure [1]. Group 1: General Provisions - The Audit Committee is responsible for financial inspection, supervision of directors and senior management, and proposing the convening of extraordinary shareholder meetings when necessary [1][2]. - The committee consists of five members, including three independent directors, with the chairperson being a professional in accounting [2][3]. Group 2: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external and internal audits, reviewing financial information, and assessing internal controls [2][5]. - The committee is tasked with ensuring the integrity of financial reports and addressing any issues related to fraud or significant misstatements [5][10]. Group 3: Decision-Making Procedures - The Audit Committee must approve certain matters, such as the disclosure of financial reports and the hiring or dismissal of external auditors, before submitting them to the Board for review [9][10]. - Meetings of the Audit Committee are required to be held regularly, with at least four meetings annually, and decisions must be made with a majority vote [11][14]. Group 4: Meeting Protocols - The committee meetings can be regular or temporary, with specific notification requirements for all members [11][12]. - Meeting records must be maintained, detailing attendance, discussions, and voting outcomes, and these records should be preserved for at least ten years [14][15].

Core Viewpoint - The company has established a public opinion management system to enhance its ability to respond to public sentiment and mitigate the impact of negative information on its stock and business operations [1][2]. Group 1: General Principles - The public opinion management system aims to quickly address various types of public sentiment that may affect the company's stock price and reputation [1]. - Public sentiment includes negative or false media reports, rumors, and any information that could influence investor behavior [1][2]. Group 2: Organizational Structure and Responsibilities - The company has formed a public opinion response team, which includes members from the securities, legal, and public relations departments [2]. - The public opinion response team is responsible for assessing the impact of public sentiment and coordinating external communications [2][3]. - A monitoring team has been established to conduct 24-hour surveillance of online information related to the company [2][3]. Group 3: Handling Principles and Measures - Public sentiment is categorized into major and general sentiment, with major sentiment having a broader impact on the company's image and operations [3][4]. - The company emphasizes timely, coordinated, targeted, and prudent responses to public sentiment [4]. - The reporting process for public sentiment includes immediate notification to the securities department and management for further action [4][5]. Group 4: Accountability - Employees and insiders are obligated to maintain confidentiality regarding undisclosed significant information, with penalties for breaches that cause company losses [5]. - The company reserves the right to pursue legal action against media that disseminate false or misleading information [5]. Group 5: Implementation and Interpretation - The public opinion management system will be executed in accordance with national laws and the company's articles of association [5]. - The board of directors is responsible for interpreting the system, which becomes effective upon approval [5].

Group 1 - The core objective of the Strategic Committee is to scientifically plan the company's development, improve investment decision-making processes, and enhance decision quality for sustainable growth [1][2] - The Strategic Committee is a permanent working body under the Board of Directors, primarily responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [1][2] - The committee consists of 5 members, including 3 independent directors, and is chaired by the Chairman of the Board [2][3] Group 2 - The main responsibilities of the Strategic Committee include researching and proposing suggestions on long-term strategic planning, major investment projects, and other significant matters affecting the company [10] - The committee is accountable to the Board of Directors, and its proposals must be submitted for board review and decision [11][12] - The committee is supported by a working group responsible for daily operations, including data collection and meeting organization [9] Group 3 - The decision-making process involves several steps, including initial feasibility reports from relevant departments and formal proposals submitted to the Strategic Committee [5][6] - The Strategic Committee must hold at least one meeting annually, with meetings convened by the Chairman or upon request by board members [15][16] - A quorum of two-thirds of committee members is required for meetings, and decisions must be approved by a majority [16][17] Group 4 - Meeting records must be maintained, including details such as date, attendees, agenda, and voting results, and must be preserved for ten years [28][29] - The committee has confidentiality obligations regarding meeting discussions and decisions, with legal responsibilities for any breaches [29] - The rules and procedures outlined in the document are effective upon approval by the Board of Directors [30][31]

Core Points - The company held the 14th meeting of the 11th Supervisory Board, where several resolutions were passed regarding the 2025 semi-annual report and profit distribution plan [1][2][3] - The Supervisory Board approved the 2025 semi-annual report, confirming that it accurately reflects the company's operational and financial status [1] - The company plans to distribute profits based on a cash dividend of 0.40 RMB per share, with a cash dividend ratio of 17.69% [2][3] - The company is in the process of a share buyback, and the number of shares eligible for the dividend will be determined on the record date [2] - The Supervisory Board also approved a risk assessment report regarding financial operations with Nanshan Group Finance Co., Ltd. [3] - A proposal to cancel the Supervisory Board and amend relevant articles in the company's articles of association was passed, transferring the Supervisory Board's responsibilities to the Audit Committee of the Board [3][5] - The Supervisory Board confirmed that there were no violations of laws or regulations by the company's directors and senior management during the reporting period [5]

Meeting Details - The first extraordinary general meeting of 2025 will be held on September 15, 2025, at 14:30 [1] - The meeting will take place at the Nanshan International Conference Center, Longkou City, Shandong Province [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's voting system [2][3] Voting Procedures - Shareholders can vote via the trading system or the internet voting platform, with specific time slots for voting on the day of the meeting [3][4] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [4] - The first voting result will be considered valid if the same voting right is exercised multiple times [4] Attendance and Registration - Only shareholders registered by the close of trading on September 5, 2025, are eligible to attend the meeting [5] - Shareholders can appoint proxies to attend and vote on their behalf, with specific documentation required for registration [5][6] Agenda and Proposals - The meeting will review non-cumulative voting proposals that have been approved by the board and supervisory committee [2][7] - There are no related shareholders that need to abstain from voting on the proposals [2]

证券代码：600219 证券简称：南山铝业 公告编号：2025-044 山东南山铝业股份有限公司 第十一届董事会第二十一次会议决议公告 公司股份回购尚在进行中，后续有权享受本次现金红利分配的股份数以公司 2025 年半年 度利润分配股权登记日数据为准。 的，公司拟维持按每 10 股派发现金红利 0.40 元（含税）不变，相应调整分配总额，并将 在相关公告中披露。 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大 遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 山东南山铝业股份有限公司（以下简称"公司"或"本公司"）第十一届董事会第二 十一次会议于 2025 年 8 月 27 日上午 10 时以现场和通讯相结合的方式召开，公司于 2025 年 8 月 17 日以书面、传真和邮件方式通知了各位参会人员。会议应到董事 9 名，实到董 事 9 名，其中，独立董事 3 名，公司监事和高级管理人员列席了会议。会议的召开符合《公 司法》和《公司章程》的有关规定，会议决议合法有效。会议由董事长吕正风先生主持， 经审议表决通过了以下议案： 一、审议通过了《山东南山铝业股份有限公司 2025 年 ...