证券代码：601975 证券简称：招商南油 公告编号：2025-021 关于以集中竞价交易方式回购股份的预案 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、准确性和完整性依法承担法律责任。 重要内容提示： ● 回购股份金额：不低于人民币 25,000 万元，不超过人民币 40,000 万元。 ● 回购股份资金来源：公司自有资金 ● 回购股份用途：拟用于注销，以减少注册资本。 ● 回购股份价格：本次回购股份的价格不超过人民币 4.32 元/股（含 4.32 元/股）。 ● 回购股份方式：本次回购股份拟采用集中竞价交易方式。 ● 回购股份期限：自股东会审议通过本次回购方案之日起 12 个月内。 ● 相关股东是否存在减持计划：公司董事、高级管理人员、控股股东、实际 控制人在未来 3 个月、未来 6 个月内无减持计划，在回购期间内无增减持计划。 ● 相关风险提示： 的风险； 回购方案无法顺利实施的风险； 债务或要求公司提供相应担保的风险； 止本次回购方案等事项发生，则存在回购方案无法顺利实施的风险； 据规则变更或终止回购方案的风险。 公司将在回购期限内根据市场情 ...

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].

第一条 为加强招商局南京油运股份有限公司（以下简称公司） 定期报告及重大事项在编制、审议和披露期间的外部信息使用人管 理，依据《中华人民共和国公司法》《中华人民共和国证券法》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》等有关 规定，制定本制度。 招商局南京油运股份有限公司 外部信息使用人管理制度 第七条 外部单位或个人不得泄露依据法律法规报送的公司未公 开重大信息，不得利用所获取的未公开重大信息买卖公司证券或建议 他人买卖公司证券。 第八条 外部单位或个人及其工作人员因保密不当致使前述重大 信息被泄露，应立即通知公司，公司应在第一时间向上海证券交易所 报告并公告。 第九条 外部单位或个人在相关文件中不得使用公司报送的未公 开重大信息，除非与公司同时披露该信息。 第十条 外部单位或个人应该严守上述条款，如违反本制度及相 关规定使用本公司报送信息，致使公司遭受经济损失的，公司将依法 要求其承担赔偿责任；如利用所获取的未公开重大信息买卖公司证券 或建议他人买卖公司证券的，公司将依法收回其所得的收益；如涉嫌 犯罪的，应当将案件移送司法机关 ...

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 ...