General Overview - The document outlines the work system for the Secretary of the Board of Directors of China Merchants Nanjing Tanker Corporation, aiming to enhance corporate governance and clarify the responsibilities and authority of the board secretary [2]. Appointment of the Board Secretary - The board secretary is nominated by the chairman and appointed or dismissed by the board [4]. - The company must appoint a board secretary within three months after the initial public offering or within three months after the previous secretary's departure [4]. Qualifications for the Board Secretary - The board secretary must possess good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and a qualification certificate recognized by the stock exchange [3]. - Individuals with certain disqualifying conditions, such as recent administrative penalties or public reprimands, cannot serve as board secretary [3]. Responsibilities of the Board Secretary - The board secretary is responsible for information disclosure, investor relations management, organizing board and shareholder meetings, and ensuring compliance with legal and regulatory requirements [13]. - The secretary must maintain confidentiality regarding undisclosed significant information and report any leaks immediately [13][18]. Support and Cooperation - The company is required to provide necessary support for the board secretary to perform their duties, and other executives must cooperate with the secretary [16]. - The board secretary has the right to access financial and operational information and attend relevant meetings [15]. Transition and Reporting - In case of vacancy, the board must promptly appoint an acting secretary and announce it [12]. - Upon dismissal or resignation, the board secretary must undergo a review and complete the handover of responsibilities [11].

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工作规则 第一章 总则 第一条 为强化董事会决策和监督功能，及时识别、评估和控制 公司经营活动及运作过程中的重大风险，提高招商局南京油运股份有 限公司（以下简称公司）全面风险管理水平，完善公司内部控制，根 据《中华人民共和国公司法》《上市公司治理准则》《上市公司独立 董事管理办法》《上海证券交易所股票上市规则》《上海证券交易所 上市公司自律监管指引第 1 号——规范运作》（以下简称《规范运 作》）《企业内部控制基本规范》《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 审计与风险管理委员会，并制定本规则。 第二条 董事会审计与风险管理委员会负责审核公司财务信息 及其披露、监督及评估内外部审计工作、内部控制和风险、合规管理 及其有效性，对董事会负责，向董事会报告工作。 第三条 审计与风险管理委员会成员由三名不在公司担任高级 管理人员的董事组成，其中独立董事应当过半数并担任召集人，委员 中至少有一名独立董事为专业会计人士。 审计与风险管理委员会全部成员均应当具有能够胜任审计与风 险管理委员会工作职责的必要的商业经验及 ...

General Principles - The document outlines the management system for the shareholding and changes of shares held by directors and senior management of China Merchants Nanjing Tanker Corporation Limited, in accordance with relevant laws and regulations [2][12]. - This system applies to the company's directors and senior management, who must comply with the laws and regulations regarding shareholding changes and fulfill information disclosure obligations [2][3]. Prohibited Trading Situations - Directors and senior management are prohibited from selling shares within six months of purchase or buying shares within six months of sale, with any profits from such actions to be returned to the company [5][6]. - Specific circumstances under which shares cannot be transferred include within one year of the company's stock listing and within six months after leaving the company [6][7]. Reporting and Disclosure Requirements - Directors and senior management must report their shareholding information at specific times, including when they assume office or when there are changes in their personal information [9][10]. - A written notice of any planned share trading must be submitted to the board secretary, who will verify the company's information disclosure status before any trading can occur [12][13]. Transfer Limits - The maximum number of shares that directors and senior management can transfer in a year is limited to 25% of their total holdings, with exceptions for certain circumstances [8][9]. - Newly acquired shares are subject to different transfer limits based on their conditions, and any untransferred shares at the end of the year will be included in the next year's calculation [8][9]. Violations and Penalties - Any violations of the trading regulations will result in penalties from regulatory authorities, and the company may impose internal disciplinary actions based on the severity of the violation [11][12]. - The board is responsible for disclosing any violations related to share trading by directors and senior management [11][12].

证券代码：601975 证券简称：招商南油 公告编号：临 2025-020 招商局南京油运股份有限公司 第十一届董事会第十二次会议决议公告 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。 一、董事会会议召开情况 公司于 2025 年 8 月 19 日以电子邮件的方式发出召开第十一届董事会第十二 次会议的通知，会议于 2025 年 8 月 22 日以现场开会结合网络视频的方式召开。 会议应到董事 9 人，实到董事 8 人，董事长丁磊先生因工作原因未能出席会议， 书面委托董事李增忠先生代为行使表决权，公司全体高级管理人员列席了会议。 经推举，会议由董事李增忠先生主持。本次会议的召开符合《公司法》和《公司 章程》的规定，会议决议合法、有效。 二、董事会会议审议情况 会议表决通过了如下决议： （一）通过《关于〈招商南油 2025 年半年度报告〉的议案》 同意 9 票，反对 0 票，弃权 0 票。 本议案业经公司董事会审计与风险管理委员会 2025 年第三次会议审议通过。 （二）通过《关于〈招商局集团财务有限公司 2025 年半年度风险 ...

Group 1 - The company, China Merchants Nanjing Tanker Corporation, is convening its second extraordinary general meeting of shareholders in 2025 on September 9, 2025 [1][3] - The voting method for the meeting will combine on-site voting and online voting through the Shanghai Stock Exchange's shareholder meeting online voting system [1][3] - The online voting period is set for September 9, 2025, with specific time slots for trading system voting and internet platform voting [1][3] Group 2 - The meeting will review proposals that have already been approved by the company's 11th Board of Directors at its 12th meeting [2][3] - There are no related shareholders that need to abstain from voting on the proposals [2][3] - Shareholders must complete voting on all proposals before submission [4] Group 3 - Shareholders registered by the close of trading on September 3, 2025, are eligible to attend the meeting [4][5] - Registration for the meeting will take place on September 8, 2025, from 9:00 AM to 5:00 PM [5] - The meeting will be held at the company's office located at 324 Zhongshan North Road, Oil Transport Building, 16th Floor, Nanjing [3][5] Group 4 - Shareholders can authorize representatives to attend the meeting and vote on their behalf [5][6] - The company will not cover accommodation and transportation costs for attending shareholders [5] - The notice includes an authorization letter template for shareholders to delegate voting rights [6][8]

Core Viewpoint - The report highlights a significant decline in the financial performance of Nanjing Tanker Corporation in the first half of 2025, with a notable drop in revenue and net profit compared to the same period in the previous year, attributed to various market pressures and operational challenges [2][3][4]. Financial Performance - The company's operating revenue for the first half of 2025 was approximately CNY 2.77 billion, a decrease of 21.43% compared to CNY 3.53 billion in the same period last year [3][15]. - Total profit for the period was CNY 685 million, down 51.19% from CNY 1.40 billion year-on-year [3][15]. - The net profit attributable to shareholders was CNY 570 million, reflecting a 53.28% decline from CNY 1.22 billion in the previous year [3][15]. - The net cash flow from operating activities was CNY 1.00 billion, a decrease of 33.84% compared to CNY 1.52 billion in the same period last year [3][16]. Business Overview - Nanjing Tanker Corporation operates a fleet of 74 vessels with a total deadweight tonnage of 2.8461 million tons, focusing on the transportation of crude oil, refined oil, chemicals, and gases [4][5]. - The company employs various operational models, including time charter, voyage charter, and participation in pool operations, to optimize its service offerings [5][6][7]. Market Conditions - The international oil price experienced a downward trend in the first half of 2025, with the average Brent crude oil price at USD 70.81 per barrel, down 15.12% year-on-year [7][8]. - The global refined oil transportation market saw a 4.3% decrease in shipping volume, with the BCTI index averaging 683 points, a drop of 31.43% compared to the previous year [8][9]. - Domestic refined oil transportation faced challenges due to economic slowdown and increased competition from alternative energy sources, leading to a decline in demand and operational efficiency [9][10]. Competitive Advantages - The company emphasizes its comprehensive transportation solutions for oil and gas, leveraging its qualifications for both domestic and international operations [14]. - Nanjing Tanker Corporation maintains strong relationships with major oil companies, securing long-term contracts that provide stable revenue streams [14]. - The company holds a prominent market position in the domestic MR tanker segment and is recognized for its brand reputation in the international refined oil transportation market [14].

Core Viewpoint - The report highlights a significant decline in the financial performance of China Merchants Nanjing Tanker Corporation, with notable decreases in revenue and profit compared to the previous year [1]. Financial Performance Summary - Total assets increased to CNY 13.17 billion, up 1.85% from the previous year [1]. - Operating revenue decreased to CNY 2.77 billion, down 21.43% year-on-year [1]. - Total profit fell to CNY 685.42 million, a decrease of 51.19% compared to the previous year [1]. - Net profit attributable to shareholders decreased to CNY 566.14 million, down 44.92% year-on-year [1]. - The net cash flow from operating activities was not specified in the report [1]. Shareholder Information - The largest shareholder, China Yangtze Shipping Group Co., Ltd., holds 29.99% of the shares, amounting to 1.44 billion shares [3]. - Other significant shareholders include Industrial and Commercial Bank of China and China Pacific Insurance, with respective holdings of 1.98% and 1.34% [3].

经济观察网2025年8月24日，招商南油（601975）发布公告，公司拟2.5亿元至4亿元回购股份，回购价 格不超过4.32元/股。 ...

Core Viewpoint - The company, China Merchants Nanjing Tanker Corporation, announced a share buyback plan with a total amount between 250 million and 400 million yuan, aiming to stabilize its stock price amid a 4.47% decline in share price this year [1][2]. Group 1: Share Buyback Details - The buyback will be conducted through centralized bidding, with a maximum repurchase price set at 4.32 yuan per share, which is 44.48% higher than the current price of 2.99 yuan [1]. - The funding for the buyback will come from the company's own funds, and the buyback period is set for 12 months [1]. Group 2: Company Financial Performance - For the first half of 2025, the company reported a revenue of 2.772 billion yuan, a year-on-year decrease of 21.43%, and a net profit attributable to shareholders of 570 million yuan, down 53.28% year-on-year [2]. - As of July 31, the number of shareholders decreased by 10.37% to 147,700, while the average circulating shares per person increased by 11.56% to 32,509 shares [2]. Group 3: Shareholder Composition - As of June 30, 2025, Hong Kong Central Clearing Limited was the fourth largest circulating shareholder, holding 64.1352 million shares, a decrease of 70.9247 million shares from the previous period [2]. - The Southern CSI 1000 ETF ranked as the ninth largest circulating shareholder, increasing its holdings by 6.8034 million shares to 35.8807 million shares [2].

Company Performance - In the first half of 2025, the company reported operating revenue of 2.77 billion yuan, a year-on-year decrease of 21.43% [1][2] - The net profit attributable to shareholders was 570 million yuan, down 53.28% compared to the same period last year [1][2] - Basic earnings per share were 0.1187 yuan [1] - The total profit for the period was 685 million yuan, reflecting a decline of 51.19% year-on-year [2] - The net cash flow from operating activities was 1.00 billion yuan, a decrease of 33.84% compared to the previous year [2] - As of June 30, 2025, the company's total assets were 131.66 billion yuan, and the net assets attributable to shareholders were 113.91 billion yuan, showing increases of 1.85% and 5.23% respectively compared to the end of the previous year [3] Share Buyback Plan - The company announced a plan to repurchase shares using its own funds, with a total amount not less than 250 million yuan and not exceeding 400 million yuan [3] - The repurchase price will not exceed 4.32 yuan per share, and all repurchased shares will be canceled to reduce registered capital [3] - If the maximum repurchase amount of 400 million yuan is fully utilized, it would represent approximately 3.04% of total assets, 3.51% of net assets, and 8.25% of cash [3] Industry Context - The domestic refined oil transportation market is under pressure due to a slowdown in economic growth and accelerated substitution by new energy sources, leading to weak transportation demand and decreased cargo stability [4] - International oil price fluctuations and declining refinery profits have resulted in lower operating rates for domestic refineries, with an average operating load of 78.32%, down 0.93 percentage points year-on-year [4] - The average operating rate of independent refineries in Shandong has dropped to a near-term low of 53.87%, a decrease of 6.28 percentage points year-on-year [4] - There is a shift in demand structure towards smaller vessels, as refining and storage companies in provinces like Fujian and Jiangsu are reducing tank capacity, limiting unloading capabilities [4]