General Principles - The purpose of the fundraising management measures is to standardize the management and use of funds raised by the company, protect investors' rights, and comply with relevant laws and regulations [1][2] - The board of directors is responsible for ensuring the effective implementation of these measures [1][2] Fundraising and Storage - The company must open a special account for fundraising, and funds should be stored in this account for centralized management [6][7] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [7][8] - The company must report to the Shanghai Stock Exchange within two trading days after signing the agreement [8] Use of Funds - Funds must be used according to the fundraising plan outlined in the issuance application documents [9][10] - If a fundraising project faces significant changes or delays, the company must reassess its feasibility and disclose the situation [10][11] - The company is prohibited from using funds for financial investments or providing funds to controlling shareholders or related parties [11][12] Management of Surplus Funds - Surplus funds should be used for ongoing projects, new projects, or share repurchases, and a specific plan for their use must be disclosed [16][17] - If surplus funds are used for cash management or temporary working capital, it must be approved by the board and disclosed [17][18] Changes in Fund Usage - Any changes in the use of funds must be approved by the board and disclosed to shareholders [19][20] - The company must conduct a feasibility analysis for new investment projects to ensure they enhance competitiveness and innovation [20][21] Supervision and Reporting - The company must maintain detailed records of fund usage and undergo regular internal audits [24][25] - The sponsor or independent financial advisor must conduct ongoing supervision and report any irregularities [29][30] Final Provisions - Any matters not covered by these measures will be governed by relevant national laws and regulations [30][31] - The board of directors is responsible for interpreting these measures [31][32]

General Provisions - The company establishes the Strategic and Sustainable Development Committee to ensure the scientific nature of development planning and strategic decision-making, enhancing sustainable development capabilities [1] - The committee is responsible for researching and providing recommendations on the company's long-term strategy, major investment decisions, and sustainable development matters [1] Composition of the Committee - The committee consists of 5 directors [2] - Members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2] - The committee has a chairperson elected by the board, and its term aligns with that of the board [2] Responsibilities and Authority - The committee's main responsibilities include researching and recommending on long-term development plans, operational goals, and strategic directions [2] - It also reviews major investment and financing plans that require board or shareholder approval [2] - The committee supervises sustainable development efforts and reviews related reports and disclosures [2] Work Procedures - The board office serves as the daily operational body for the committee, preparing necessary materials for decision-making [3] - The committee organizes meetings to discuss and submit results to the board [3] Meeting Rules - The committee holds at least one regular meeting annually and can convene temporary meetings as needed [4] - Meetings require the presence of at least two-thirds of the members to proceed, and decisions must be approved by a majority [4] Documentation and Confidentiality - Meeting records must be kept for at least ten years, and all members have confidentiality obligations regarding discussed matters [5]

Core Points - The company establishes a Nomination Committee to regulate the selection of directors and senior management, aiming to optimize the board composition and improve corporate governance [1][2] - The Nomination Committee is composed of three directors, with independent directors holding a majority and serving as the convener [3] - The committee is responsible for proposing candidates for directors and senior management, as well as reviewing their qualifications [2][4] Group 1: General Provisions - The Nomination Committee is set up to ensure compliance with relevant laws and regulations, including the Company Law and the Corporate Governance Guidelines [1] - The committee's main responsibilities include researching and suggesting candidates for directors and senior management positions [2] Group 2: Composition and Responsibilities - The committee consists of three members, with independent directors making up more than half [3] - The committee is tasked with drafting selection criteria and procedures for candidates, and must present its recommendations to the board [2][4] Group 3: Meeting Procedures - The committee must hold at least one regular meeting each year, with provisions for temporary meetings as needed [4][5] - A quorum of two-thirds of the committee members is required for meetings, and decisions must be approved by a majority [5][6] Group 4: Confidentiality and Record Keeping - All committee members are bound by confidentiality regarding meeting discussions and decisions [5][6] - Meeting records must be maintained for at least ten years, ensuring transparency and accountability [5][6]

招商局南京油运股份有限公司 董事会薪酬与考核委员会工作规则 第一章 总则 第一条 为进一步建立健全招商局南京油运股份有限公司（以下 简称公司）董事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》 《上市公司治理准则》 《招商 局南京油运股份有限公司章程》 （以下简称《公司章程》）及其他有关 规定，公司特设立董事会薪酬与考核委员会，并制定本规则。 第二条 董事会薪酬与考核委员会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 管理人员的薪酬政策与方案。 第三条 本规则所称董事是指在公司领取薪酬的董事，高级管理 人员是指经董事会聘任的总经理、副总经理、总会计师、董事会秘书、 总法律顾问（首席合规官）。 第二章 人员组成 第四条 薪酬与考核委员会成员由三名董事组成，其中独立董事 应当过半数并担任召集人。 第五条 薪酬与考核委员会委员由董事长、二分之一以上独立董 事或者全体董事的三分之一提名，并由董事会选举产生。 第六条 薪酬与考核委员会设主任委员一名，负责主持委员会工 作，由董事会选举产生。 第七条 薪酬与考核委员会任期与董事会任期一致，委员 ...

Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of China Merchants Nanjing Tanker Corporation Limited, ensuring shareholders can fully exercise their rights [1][2] - The cumulative voting system allows shareholders to concentrate their voting rights when electing two or more directors, ensuring a more democratic election process [1][2] Group 1 - The cumulative voting system is defined as allowing shareholders to concentrate their voting rights based on the product of the number of shares they hold and the number of directors to be elected [1] - Directors include both independent and non-independent directors, with employee representatives elected through democratic processes not subject to these rules [1] - When conducting a differential election for directors, the number of candidates must exceed the number of positions to be filled [1] Group 2 - Prior to voting, the chairman of the shareholders' meeting must inform shareholders about the cumulative voting method, and appropriate ballots must be prepared without "against" or "abstain" options [2] - Candidates for directors are divided into two separate voting groups: independent and non-independent directors, with each group voted on separately [2] - Shareholders' voting rights equal the total number of shares multiplied by the number of directors to be elected, allowing for concentrated or distributed voting [2] Group 3 - The election results are determined by the number of votes received, with a requirement that each elected director must receive more than half of the voting rights held by shareholders present at the meeting [2] - Any voting that exceeds the allowed number of votes or positions will be considered invalid [2] - The details not covered by these rules will follow national laws and regulations, as well as the company's articles of association [3]

招商局南京油运股份有限公司 独立董事年报工作制度 第一条 为了进一步完善招商局南京油运股份有限公司（以下简 称公司）治理机制，加强内部控制，充分发挥公司独立董事在年度财 务报告（以下简称年报）编制和信息披露方面的监督、协调作用，进 一步提高公司信息披露质量，根据《上海证券交易所股票上市规则》 等相关法律法规、规范性文件的规定以及《招商局南京油运股份有限 公司章程》（以下简称《公司章程》）、《独立董事工作制度》的规 定，结合公司实际情况，制定本制度。 第七条 公司董事会秘书负责协调独立董事与公司管理层的沟 通，积极为独立董事在年报编制过程中履行职责创造必要的条件。 第八条 本制度未尽事宜，按有关法律、法规、规范性文件及《公 司章程》的有关规定执行。本制度如与国家有关法律、法规、规范性 文件以及《公司章程》的有关规定不一致的，以有关法律、法规、规 范性文件以及《公司章程》的规定为准。 第九条 本制度由董事会负责解释。 第十条 本制度自董事会会议审议通过之日起施行。 第三条 公司管理层应在每个会计年度结束后 30 日内向独立董 事全面汇报公司本年度的经营情况和重大事项的进展情况。同时，如 有必要，独立董事可以进行相 ...

Core Viewpoint - The company has established a sensitive information screening management system to enhance the quality of information disclosure, protect investor interests, and comply with relevant laws and regulations [1][6]. Group 1: Sensitive Information Definition and Management - Sensitive information refers to data that significantly impacts the company's operations, finances, or stock trading prices, as well as other information recognized as sensitive by regulatory bodies [1][2]. - The board office is responsible for the collection, confidentiality, and external disclosure of sensitive information, and may conduct on-site inspections to prevent insider trading and stock price manipulation [1][3]. Group 2: Responsibilities of Departments and Subsidiaries - Each department and subsidiary must screen information within their responsibilities, focusing on various transactions such as asset purchases, external investments, financial assistance, and guarantees [2][3]. - Specific thresholds for reporting include transactions with related natural persons exceeding 300,000 yuan and transactions with related legal entities exceeding 3 million yuan, which also must represent a significant percentage of the company's net assets [5][6]. Group 3: Reporting and Disclosure Procedures - The board office must be informed of any significant changes in the company's operations, financial status, or any events that could impact stock prices, including lawsuits, major losses, or significant asset impairments [4][6]. - Any information intended for external reporting must be submitted to the board office for review to determine if timely disclosure is necessary [6]. Group 4: Compliance and Implementation - The management system is aligned with national laws and regulations, and any inconsistencies will defer to these higher legal standards [6]. - The board of directors is responsible for interpreting the management system, which will take effect upon approval [6].

Core Viewpoint - The document outlines the decision-making system for related party transactions of China Merchants Nanjing Tanker Corporation, aiming to ensure compliance with relevant regulations and maintain transparency in transactions [1][2][3]. Group 1: Definition and Scope of Related Party Transactions - Related party transactions are defined as matters involving the transfer of resources or obligations between the company and its controlling subsidiaries with related parties, including but not limited to asset purchases, investments, financial assistance, and service provisions [1][2]. - Related parties include both legal entities and natural persons that meet specific criteria, such as holding more than 5% of shares or being in a close relationship with the company’s management [3][4]. Group 2: Decision-Making and Approval Process - The company’s board of directors must be informed of related parties and their relationships, ensuring proper registration and management of this information [4]. - Related transactions must adhere to principles of honesty, fair pricing, and proper decision-making procedures, with related parties abstaining from voting on relevant matters [4][5]. Group 3: Transaction Amounts and Approval Requirements - Transactions with related natural persons exceeding 300,000 yuan and those with related legal entities exceeding 3 million yuan or 0.5% of the latest audited net assets require board approval [5][6]. - Shareholder meetings must approve transactions exceeding 30 million yuan or 5% of the latest audited net assets, with related shareholders abstaining from voting [6][7]. Group 4: Cumulative Calculation and Disclosure - Related transactions are to be cumulatively calculated over a twelve-month period, and if they meet disclosure standards, they must be reported according to the Shanghai Stock Exchange requirements [7][8]. - The document emphasizes that previously completed transactions that did not meet disclosure standards are not included in cumulative calculations if proper procedures were followed [7]. Group 5: Implementation and Interpretation - The decision-making system will be enforced from the date of approval by the shareholders' meeting, with the board of directors responsible for its interpretation [8].

Core Points - The document outlines the independent director system of China Merchants Nanjing Tanker Corporation, emphasizing the importance of independent directors in corporate governance and their obligations to shareholders [1][2] - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [2][3] - The document specifies the qualifications, appointment, and responsibilities of independent directors, including their role in protecting minority shareholders' rights [4][5][6] Group 1: Independent Director Qualifications and Appointment - Independent directors must not hold any other positions within the company and should not have any direct or indirect interests that could affect their judgment [2][3] - The proportion of independent directors on the board must be at least one-third, including at least one accounting professional [2][4] - Independent directors should have relevant experience and knowledge, including at least five years in legal, accounting, or economic fields [6][7] Group 2: Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [7][8] - They have the authority to hire external consultants for audits or investigations and can propose meetings to address significant issues [8][9] - Independent directors must report their activities and decisions in an annual report to the shareholders, detailing their participation in meetings and any concerns raised [12][13] Group 3: Independent Director Support and Communication - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [15][16] - Independent directors should have equal access to information as other board members and must be kept informed about the company's operations [15][17] - There should be mechanisms in place for independent directors to communicate with minority shareholders and address their concerns [17][19]

第二条 审计与风险管理委员会应积极介入公司年报编制和披 露工作，应当按照有关法律、行政法规、规范性文件的要求，认真履 行审计与风险管理委员会职责，勤勉尽责地开展工作，维护公司整体 利益及股东利益。 第三条 公司管理层应根据公司的实际情况，在每个会计年度 结束后及时提出年度审计工作的时间安排草案，并提交给审计与风险 管理委员会和负责公司年度审计工作的会计师事务所。 第四条 审计与风险管理委员会应当和会计师事务所协商确定 本年度审计工作的时间安排，督促会计师事务所在约定期限内提交审 计报告，并以书面形式记录督促的方式、次数和结果以及相关责任人 的签字确认。 招商局南京油运股份有限公司 董事会审计与风险管理委员会年报工作规程 第一条 为完善招商局南京油运股份有限公司（以下简称公司） 治理机制，加强内部控制建设，进一步提高公司信息披露质量，充分 发挥审计与风险管理委员会在公司年报编制和披露过程中的监督作 用，根据中国证券监督管理委员会的有关规定以及《招商局南京油运 股份有限公司章程》（以下简称《公司章程》）、《公司信息披露事 务管理制度》及《公司董事会审计与风险管理委员会工作规则》及其 他相关法律、法规、规范性文件的 ...