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 ...

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]

Core Viewpoint - The independent directors of Shandong Nanshan Aluminum Co., Ltd. conducted a risk assessment report regarding financial operations with Nanshan Group Financial Co., Ltd., concluding that the financial company operates within regulatory compliance and poses no significant risk to the company or its shareholders [1]. Group 1 - The independent directors' meeting was held on August 26, 2025, with three independent directors participating, and the meeting was convened by Mr. Fang Yufeng [1]. - The risk assessment report indicates that Nanshan Group Financial Co., Ltd. is a non-bank financial institution under strict supervision by the National Financial Supervision and Administration Bureau [1]. - The report found no violations of financial regulations or significant defects in the financial company's operations, confirming that the internal control systems are sound and risks from financial transactions are manageable [1]. Group 2 - The independent directors unanimously agreed to submit the risk assessment report to the board for review, with a voting result of 3 votes in favor, 0 against, and 0 abstentions [1].

Core Viewpoint - The company reported a revenue of 3.309 billion yuan for the first half of 2025, reflecting a year-on-year growth of 5.34% [1] - The net profit attributable to shareholders reached 536 million yuan, showing a significant year-on-year increase of 49.06% [1] - The net profit excluding non-recurring gains and losses was 534 million yuan, which is a year-on-year growth of 42.29% [1] - The basic earnings per share stood at 0.449 yuan [1] Financial Performance - Revenue for the first half of 2025: 3.309 billion yuan, up 5.34% year-on-year [1] - Net profit attributable to shareholders: 536 million yuan, up 49.06% year-on-year [1] - Net profit excluding non-recurring items: 534 million yuan, up 42.29% year-on-year [1] - Basic earnings per share: 0.449 yuan [1]

1. Report Industry Investment Rating - No relevant information provided. 2. Core Viewpoints of the Report - The company is actively promoting a global strategy by investing up to $209 million in the "Saudi Red Sea Aluminum Industry Chain Comprehensive Project" in 2025, aiming to establish an aluminum industrial cluster and expand into European, North American, and Middle Eastern markets [27]. - The company is focusing on high - end product development, with significant increases in the sales volume and proportion of high - end products such as 3C consumer electronics profiles, automotive lightweight profiles, and aluminum rod cables in the first half of 2025 [27]. - The company has a leading position in the recycling and utilization of recycled aluminum, with plans to further expand its recycling capacity to over 2 million tons in the future [29]. - The company continues to invest in R & D, resulting in new authorized patents and participation in the development of materials for Xiaomi cars [29]. - The company holds a leading position in the aluminum rod cable industry, participating in national standard - setting and supplying products for major national projects [29][30]. 3. Summary by Relevant Catalogs 3.1. Research Basic Situation - The research object is Innovation New Materials, belonging to the commercial department store industry. The reception time was August 29, 2025, and the company's reception staff included Director, Deputy General Manager, and Financial Controller Xu Feng, and Deputy General Manager and Board Secretary Wang Kefang [16]. 3.2. Detailed Research Institutions - Participating institutions include securities companies such as Guotai Haitong Securities Co., Ltd., Guotou Securities Co., Ltd., and Guoxin Securities Co., Ltd.; fund management companies such as Hongde and Huian; and other types of institutions like Shanghai Guanhuo Investment Research and Junyi Zhenhua (Beijing) [17][18]. 3.3. Research Institution Proportion - No relevant information provided. 3.4. Main Content Data - **Saudi Project Progress**: As of July 2025, the ODI filing approval for the "Saudi Red Sea Aluminum Industry Chain Comprehensive Project" has been completed, and the project is being steadily promoted. The project is expected to have an annual output of 500,000 tons of electrolytic aluminum and 500,000 tons of high - precision aluminum rods, aluminum sheets, and foils [27]. - **High - end Product Performance in H1 2025**: The sales volume of profile products was 77,200 tons, a 43.93% increase compared to the same period last year, and the proportion increased by 1.16 percentage points. The sales volume of aluminum rod cable products was 501,300 tons, a 13.83% increase compared to the same period last year, and the proportion increased by 3.45 percentage points [27]. - **Recycled Aluminum Usage and Plan**: In the first half of 2025, the company comprehensively recycled and utilized 637,500 tons of recycled aluminum, a 12.37% year - on - year increase. The company plans to break through a recycling capacity of 2 million tons in the future [29]. - **R & D Innovation Achievements**: The company added 38 authorized patents in the reporting period, including 4 invention patents and 34 utility model patents. It also participated in the development of materials for Xiaomi cars and entered the mass - production stage [29]. - **Position in the Aluminum Rod Cable Field**: The company is the largest domestic enterprise in the R & D and production of aluminum alloy cable materials, has participated in national standard - setting, and supplied products for major national projects [29][30].

1. Report Industry Investment Rating No relevant content provided. 2. Core Views of the Report - Gold prices are supported by a weakening US dollar index, an 87.2% probability of a Fed rate cut in September, mixed labor - market data, and Middle - East geopolitical tensions [3]. - Copper prices face upward pressure from the US dollar index and demand feedback at high prices, but are supported by increasing downstream acceptance, with a target support price of 78,000 yuan per ton [15]. - Aluminum is expected to oscillate with an upward bias in the short - term due to dovish Fed signals and increasing downstream restocking, while alumina is expected to oscillate weakly due to supply surpluses [33]. - Zinc is expected to oscillate in the short - term, with supply in a surplus state, stable demand, and potential risks of a short squeeze in LME inventories [62]. - The nickel industry shows stability in nickel ore, firmness in nickel iron, and an uncertain outlook for stainless steel and nickel sulfate, with attention on the September rate - cut expectation [77]. - Tin prices may rise due to falling social inventories and decent demand from solder enterprises [92]. - Carbonate lithium prices may have short - term rebound opportunities if there are supply disruptions, but the long - term supply - demand situation remains loose [103]. - Industrial silicon is in a wait - and - see state, with its开工 rate potentially peaking, and polysilicon requires attention to industry policies [111]. 3. Summaries by Related Catalogs 3.1 Precious Metals - **Gold**: Supported by a low - interest - rate environment, geopolitical risks, and economic data, pushing up prices [3]. - **Silver**: No specific daily view provided, but multiple data charts on prices, spreads, and inventories are presented [4][6][11]. 3.2 Copper - **Price Outlook**: Short - term upward pressure and downward support coexist, with a target support price of 78,000 yuan per ton [15]. - **Market Data**: Various copper futures and spot prices show daily increases, with different price changes in different contracts [16][19]. - **Inventory and Spread**: LME copper inventory increased by 1.19% to 157,950 tons, and the scrap - refined copper spread remained stable [15][31]. 3.3 Aluminum - **Aluminum**: Short - term upward - biased oscillation due to macro and demand factors [33]. - **Alumina**: Weak short - term oscillation due to supply surpluses, with a support range of 3000 - 3050 yuan per ton and a reference upper range of 3250 - 3300 yuan per ton [33]. - **Cast Aluminum Alloy**: Supported by tight scrap - aluminum supply and tax - policy changes, with a price spread of 400 - 500 yuan per ton from aluminum [34]. 3.4 Zinc - **Supply and Demand**: Supply is in a surplus state, demand is stable, and there is a potential short - squeeze risk in LME inventories [62]. - **Price Movement**: LME zinc prices rose by 0.73% to 2781 dollars per ton, while domestic zinc prices declined slightly [63]. 3.5 Nickel - **Nickel Ore**: Stable, with a possible slight decline in the Indonesian benchmark price in September [77]. - **Nickel Iron**: Relatively firm, with some large - scale transactions above 940 [77]. - **Stainless Steel and Nickel Sulfate**: Both show oscillating trends, with attention on the September - October peak season [77]. 3.6 Tin - **Price Outlook**: May rise due to falling social inventories and decent demand from solder enterprises [92]. - **Market Data**: Tin futures prices increased, with the Shanghai tin main contract rising 2.19% to 278,650 yuan per ton [93]. 3.7 Carbonate Lithium - **Price Outlook**: Short - term potential for price rebounds with supply disruptions, but long - term supply - demand remains loose [103]. - **Market Data**: Futures and spot prices declined, with the main carbonate lithium futures contract dropping 960 yuan to 77,180 yuan per ton [104][106]. 3.8 Industrial Silicon - **Market Outlook**: Suggest a wait - and - see approach, with the开工 rate potentially peaking [111]. - **Market Data**: Spot and futures prices declined, with the industrial silicon main contract dropping 2.1% to 8390 yuan per ton [112][115].

1. Report Industry Investment Ratings - No specific industry investment ratings are provided in the report. 2. Core Views - The Jackson Hole Global Central Bank Annual Meeting saw the Fed Chair's dovish stance, increasing the certainty of a September rate cut, but short - term leveraged funds flowing in too quickly pose risks to the stock index, which may face a slight shock adjustment [3]. - The bond market lacks its own drivers, and its sentiment is significantly suppressed by the equity market. It is in a range - bound state, and the short - term 10 - year Treasury active bond yield around 1.8% may be a resistance level for the upward movement of interest rates [3]. - The dovish attitude of Fed officials continues to suppress the US dollar, and precious metals are strengthening and approaching the upper limit of the fluctuation range [3]. - The EC main contract of the container shipping index (European line) shows a weak trend [3]. - Steel prices are in a weak decline, and iron ore follows steel prices, with a trading range of 770 - 820 [3]. - Copper prices have weak short - term drivers and are in a narrow - range shock [3]. - The supply and demand pressure of PX is not large, but the short - term driver is limited; PTA is under short - term pressure in a weak market atmosphere, but the supply - demand expectation is tight [3]. - The inventory of bottle chips has decreased, and it follows the raw materials, with limited short - term processing fee upward space [3]. - The overseas supply outlook for sugar is relatively loose, and the short - selling position should be held [3]. - The issuance of sliding - scale tax quotas for cotton is lower than expected, and the 01 contract is short - term strong [3]. 3. Summary by Related Catalogs Stock Index - The current basis rates of the main contracts of IF, IH, IC, and IM are 0.05%, 0.06%, - 0.36%, and - 0.67% respectively. The technology main line strongly pulled up, and the stock index reversed intraday. It is recommended to wait until after the earnings report disclosure in September to decide the next - round direction [3]. Treasury Bonds - The stock market is strong, and the bond market sentiment is weak again, in a range - bound state. The short - term 10 - year Treasury active bond yield around 1.8% may be a resistance level for the upward movement of interest rates, corresponding to support for the T2512 contract around 107.4 - 107.6. The short - term bond futures can be temporarily on the sidelines [3]. Precious Metals - Gold is in a shock - strengthening trend. Hold the bull spread strategy of buying gold option AIU2512C776 and selling AU2512C792; hold the long position of silver [3]. Container Shipping Index (European Line) - The EC main contract shows a weak trend. Short the 12 - contract on rallies [3]. Steel and Black Metals - Steel prices are in a weak decline, and it is recommended to wait and see. Iron ore follows steel prices, with a range of 770 - 820, and a strategy of long iron ore and short coking coal can be adopted. Coking coal and coke can be short - sold on rallies, and long iron ore and short coke/coal strategies can be used [3]. Non - ferrous Metals - Copper prices are in a narrow - range shock, with a reference range of 78000 - 80000. Aluminum should pay attention to whether the peak - season demand can be fulfilled, with a reference range of 20400 - 21000 and pay attention to the 21000 pressure level [3]. Energy and Chemicals - For PX, pay attention to the support around 6800 and look for low - buying opportunities; for PTA, pay attention to the support around 4750 and look for low - buying opportunities, and adopt a rolling reverse spread strategy for TA1 - 5 [3]. Agricultural Products - Short - sell sugar. Cotton's 01 contract is short - term strong. Eggs are still bearish in the long - term, and short positions should be held [3]. Special Commodities - For glass, the previous short positions can be closed out at a stage. For rubber, if the raw material supply increases smoothly, short on rallies [3]. New Energy - For polysilicon, wait and see. For lithium carbonate, mainly wait and see [3].

Group 1: Company Insights - Wens Foodstuff Group reported significant improvement in pig farming costs due to stable production, effective disease control, and increased piglet breeding investment, with a debt-to-asset ratio reduced to 50.6% [1] - Three squirrels are transitioning towards high-end, quality, and differentiated products, achieving a revenue of 5.478 billion yuan and a net profit of 138 million yuan, with offline distribution doubling [2] - Yun Aluminum plans to implement a mid-term dividend of approximately 1.11 billion yuan, enhancing resource acquisition capabilities and maintaining a reasonable inventory level [3] - Giant Network achieved a revenue of 1.662 billion yuan, a year-on-year growth of 16.47%, with a net profit of 777 million yuan, focusing on content supply and exploring overseas markets [4] Group 2: Industry Trends - The food and retail industry is undergoing changes, making it difficult to generate value through homogeneous competition, prompting companies to focus on differentiation and quality [2] - The aluminum industry is seeing a push towards resource acquisition and green aluminum production, with a focus on technology upgrades [3] - The gaming industry is leveraging user-generated content and optimizing game performance to extend product life cycles, with a strong emphasis on user engagement [4]

Group 1: Company Insights - Wens Foodstuff Group reported significant improvement in pig farming costs in the first half of the year, attributed to stable livestock production, effective disease control, increased pig market rates, and enhanced breeding investments [1] - Nepean Mining's revenue for the first half of 2025 was 413 million yuan, a year-on-year decline of 34.04%, with net profit dropping by 79.86% [2] - Yun Aluminum plans to implement a mid-term dividend of approximately 1.11 billion yuan, representing about 40.10% of its semi-annual net profit [3] - Huatai Medical's gross profit margin for the first half of 2025 was 73.71%, an increase of 1 percentage point from 2024, driven by domestic material sourcing and production automation [4] Group 2: Financial Performance - Wens Foodstuff's asset-liability ratio decreased to 50.6% by the end of June, with a target to reduce it to around 45% [1] - Nepean Mining's overseas revenue proportion increased to 54.88%, with performance impacted by the absence of EPC projects and rising depreciation costs [2] - Yun Aluminum's electrolytic aluminum production capacity stands at 3.08 million tons, with no expansion plans currently [3] - Huatai Medical's net profit margin was 35.03%, reflecting a year-on-year increase of 0.81 percentage points [4] Group 3: Strategic Initiatives - Wens Foodstuff is actively promoting a three-year action plan focused on quality improvement and cost reduction in pig farming [1] - Nepean Mining is focusing on copper and gold mining investments, with plans for five overseas bases and a potential total capacity of 3 billion yuan [2] - Yun Aluminum is enhancing resource acquisition and investing in new materials, while also advancing technology upgrades and green aluminum industry chain construction [3] - Huatai Medical expects significant growth in the electrophysiology surgery market, with projected annual procedures exceeding 20,000 [4]