Core Points - The document outlines the information disclosure management system of China Merchants Nanjing Tanker Corporation, aiming to standardize disclosure obligations and enhance the quality of information disclosure to protect the rights of the company and its shareholders [1][2][3] Group 1: Information Disclosure Obligations - The company must disclose all significant information that could impact stock prices and is not yet known to investors, as well as information required by regulatory authorities [1][2] - Information disclosure obligations include company directors, senior management, major department heads, shareholders holding more than 5% of shares, and other parties as defined by laws and regulations [2][3] Group 2: Principles of Information Disclosure - Information disclosure is a continuous responsibility, requiring the company to act in good faith and fulfill its obligations [3][4] - Disclosure must be fair, just, and transparent to all investors, ensuring that all disclosed information is true, accurate, complete, and easy to understand [3][4] Group 3: Content and Standards of Disclosure - The company is required to disclose periodic reports, including annual and semi-annual reports, which must contain significant information affecting investment decisions [4][5] - Annual reports must be completed and disclosed within four months after the fiscal year-end, while semi-annual reports must be disclosed within two months after the first half of the fiscal year [4][5] Group 4: Risk Factors and Management - The company must disclose risks that could significantly impact its core competitiveness, operations, and future development, tailored to the characteristics of its industry [5][6] - The board of directors must approve periodic reports, and any dissent regarding the accuracy of the reports must be formally recorded [5][6] Group 5: Temporary Announcements - The company must promptly disclose significant events that could impact stock prices, including major liabilities, asset impairments, and changes in shareholder equity [6][7] - Major events must be disclosed as soon as the board of directors makes a decision or when relevant parties become aware of the event [7][8] Group 6: Responsibilities and Management of Disclosure - The board of directors is responsible for implementing the information disclosure system, with the chairman as the primary responsible person and the board secretary coordinating the efforts [10][11] - The board secretary plays a crucial role in gathering information, preparing reports, and ensuring compliance with disclosure obligations [10][11] Group 7: Communication with Investors and Media - The board secretary is the head of investor relations activities, and any communication with investors or media must be coordinated through this role [26][27] - The company must ensure that no insider information is disclosed during investor relations activities [26][27] Group 8: Confidentiality and Accountability - All personnel with access to undisclosed information must maintain confidentiality and are prohibited from using such information for insider trading [79][80] - The company holds the right to pursue legal action against individuals or entities that unlawfully disclose insider information [87][88]

第一条 为规范招商局南京油运股份有限公司（以下简称公司） 内幕信息管理，加强内幕信息保密工作，维护信息披露的公平原则， 保护广大投资者的合法权益，根据《中华人民共和国公司法》《中华 人民共和国证券法》（以下简称《证券法》）、《上市公司信息披露 管理办法》《上海证券交易所股票上市规则》《上市公司监管指引第 指引第5号》）等有关法律、法规、规范性文件，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》的有关规定，制定本制度。 招商局南京油运股份有限公司 第二条 公司内幕信息知情人登记管理工作由公司董事会负责， 公司董事会办公室为公司内幕信息登记备案的日常工作部门，协助董 事会秘书具体负责公司内幕信息的监督、管理、登记、披露及备案等 相关工作。 内幕信息知情人登记管理制度 第一章 总 则 公司董事会应当按照《监管指引第5号》及上海证券交易所相关 规则的要求及时登记和报送内幕信息知情人档案，并保证内幕信息知 情人档案真实、准确和完整。董事长为主要责任人，董事会秘书负责 组织实施办理公司内幕信息知情人的登记入档事宜。 董事长与董事会秘书应当对内幕信息知情人档案的真实、准确和 ...

General Provisions - The purpose of the guidelines is to promote the institutionalization, standardization, and scientific management of the company, ensuring the correctness and rationality of major business decisions [1] - These guidelines are binding on all senior management personnel and related parties of the company [1] Appointment Conditions and Dismissal - The company has one general manager, several deputy general managers, one board secretary, one chief accountant, and one chief legal advisor [2] - Senior management personnel are appointed by the board based on nominations from the chairman and the general manager [2] - Individuals who meet certain disqualifications under the Company Law cannot hold senior management positions [2] Responsibilities and Division of Work - The general manager is responsible for the company's production and operational management, implementing board resolutions, and reporting to the board [2] - The deputy general managers work under the general manager's leadership and are responsible for specific tasks as assigned [2] Financial Management - The chief accountant is responsible for daily financial operations, including drafting annual profit plans and supervising fund utilization [4] - The chief legal advisor oversees the company's legal compliance management and participates in major business decisions [4] Duties of Senior Management - Senior management must adhere to legal and regulatory requirements, avoiding conflicts of interest and ensuring the company's best interests [5][6] - They are obligated to act diligently and responsibly, ensuring compliance with laws and regulations [7] General Manager's Office Meetings - The general manager's office meetings are convened to discuss major decision-making matters and ensure scientific and rational decision-making [9] - The meetings address various topics, including long-term development plans, financial budgets, and employee compensation [9] Reporting System - The general manager must regularly report to the board and the audit and risk management committee on the company's operational status [11] - Reports must be truthful and can be delivered in both oral and written forms [11] Miscellaneous - Any matters not covered by these guidelines will be governed by relevant national laws and the company's articles of association [12] - The board of directors is responsible for interpreting these guidelines [12]

Core Viewpoint - The company establishes a comprehensive investor relations management system to enhance communication with investors, protect their rights, and improve corporate governance [1][2]. Group 1: Principles of Investor Relations Management - Compliance Principle: The company must conduct investor relations activities in accordance with laws, regulations, and internal rules [1]. - Equality Principle: All investors, especially minority shareholders, should be treated equally and provided with opportunities to participate [1]. - Proactivity Principle: The company should actively engage with investors, listen to their feedback, and respond to their requests in a timely manner [1]. - Honesty and Integrity Principle: The company should maintain trustworthiness and responsibility in its investor relations activities [1]. Group 2: Content and Methods of Investor Relations Work - Communication Content: The company will communicate its development strategy, legal disclosures, operational information, and other relevant data to investors [2]. - Multi-channel Approach: The company will utilize various platforms such as its website, social media, and direct communication methods to engage with investors [2]. - Investor Support: The company will facilitate visits and meetings for both retail and institutional investors, ensuring a proper flow of information [4]. Group 3: Responsibilities and Organization - Investor Relations Team: The company’s board secretary will coordinate investor relations activities, supported by a dedicated office [24][25]. - Handling Investor Requests: The company is responsible for addressing investor inquiries and complaints promptly [22]. - Training and Development: The company will provide training for its staff involved in investor relations to ensure they are knowledgeable and effective [30]. Group 4: Compliance and Reporting - Disclosure Obligations: The company must adhere to information disclosure rules and ensure that investor relations activities do not replace formal disclosures [33]. - Record Keeping: The company is required to maintain detailed records of investor relations activities, including participant details and communication content [34]. Group 5: Additional Provisions - Legal Compliance: The investor relations management system must align with national laws and regulations, as well as the company’s articles of association [35][36]. - Implementation Date: The system will take effect upon approval by the company’s board of directors [37].

Group 1 - The company establishes a management system for external information users to enhance the management of periodic reports and significant events during preparation, review, and disclosure periods [1] - The board of directors and senior management are required to comply with information disclosure regulations and fulfill necessary communication, review, and disclosure processes for periodic reports and significant matters [1][2] - Confidentiality obligations are imposed on the board, senior management, and other relevant personnel during the preparation of periodic reports and planning of significant matters, prohibiting any leakage of report contents before public disclosure [1][2] Group 2 - The company must refuse requests for annual statistical reports from external units that lack legal basis [1] - Information submitted to external units is considered insider information, and the company must remind relevant personnel of their confidentiality obligations in writing [2] - External units or individuals are prohibited from disclosing significant undisclosed information and from trading the company's securities based on such information [2][3] Group 3 - In case of improper confidentiality leading to the leakage of significant information, the external unit must notify the company immediately, which will then report to the Shanghai Stock Exchange [2] - The company reserves the right to seek compensation for economic losses caused by violations of this system and to recover profits from illegal trading activities based on undisclosed information [2] - The board of directors is responsible for interpreting this system, which takes effect upon approval by the board [3]

第四条 实行责任追究制度，应遵循以下原则：实事求是、客观 公正、有错必究；过错与责任相适应；责任与权利对等原则。 第五条 公司董事会办公室在董事会秘书领导下负责收集、汇总 与追究责任有关的资料，按制度规定提出相关处理方案，逐级上报公 司董事会批准。 第二章 年报信息披露重大差错的责任追究 招商局南京油运股份有限公司 年报信息披露重大差错责任追究制度 第一章 总 则 第一条 为提高招商局南京油运股份有限公司（以下简称公司） 规范运作水平，增强信息披露的真实性、准确性、完整性和及时性， 提高年报信息披露的质量和透明度，根据《中华人民共和国公司法》 （以下简称《公司法》）、《中华人民共和国证券法》（以下简称《证 券法》）等法律、法规、规范性文件以及《招商局南京油运股份有限 公司章程》（以下简称《公司章程》）的有关规定，结合公司实际情 况，制定本制度。 第二条 本制度所指责任追究制度是指年报信息披露工作中有关 人员不履行或者不正确履行职责、义务或其他个人原因，对公司造成 重大经济损失或造成不良社会影响时的追究与处理制度。 第三条 本制度适用于公司董事、高级管理人员、各子公司负责 人、控股股东及实际控制人以及与年报信息 ...

Core Viewpoint - The company has established a long-term mechanism to prevent the controlling shareholder and related parties from occupying its funds, in compliance with relevant laws and regulations [1][2]. Group 1: Definition and Scope of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation, where operational occupation arises from related transactions in production and sales, while non-operational occupation involves payments for wages, benefits, and other expenses on behalf of the controlling shareholder [2]. - The company strictly prohibits providing funds to the controlling shareholder and related parties without proper commercial logic or in the absence of goods and services [4]. Group 2: Principles for Prevention - The company must limit fund occupation in operational transactions with the controlling shareholder and related parties, and cannot cover their expenses [3][4]. - All related transactions must adhere to the Shanghai Stock Exchange listing rules and the company's decision-making system [3]. Group 3: Responsibilities and Measures - The chairman of the board is the primary responsible person for preventing fund occupation and ensuring the recovery of funds [4]. - The financial department will conduct regular checks on fund transactions with the controlling shareholder and related parties to prevent non-operational fund occupation [5]. Group 4: Accountability and Penalties - Directors and senior management who assist or condone the occupation of company assets by the controlling shareholder will face disciplinary actions [6][7]. - The company will pursue legal actions against the controlling shareholder if their actions cause losses to the company [6].

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]