General Provisions - The company establishes a Board Strategic Committee to enhance core competitiveness and improve decision-making quality for major investments [1][2] - The committee is responsible for researching long-term development strategies and major investment decisions [1][2] Composition of the Committee - The Strategic Committee consists of three directors, including at least one independent director [3] - The chairman of the committee is the company's chairman [3] Responsibilities and Authority - The committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and other significant matters affecting the company [8][9] - The committee is accountable to the Board and submits proposals for Board review [9] Decision-Making Procedures - The Board Office prepares necessary materials for the committee's decision-making process [10] - The committee discusses formal proposals in meetings and submits results to the Board [11] Meeting Rules - The committee can hold regular or irregular meetings, requiring a two-thirds attendance for validity [12][13] - Decisions are made by majority vote, and meetings can be conducted in person or via communication methods [14][15] Confidentiality and Record Keeping - Committee members have confidentiality obligations regarding meeting discussions [20] - Meeting records must be kept for ten years by the Board Secretary [18] Implementation and Amendments - The work rules take effect upon Board approval and can be amended accordingly [22][23]

Core Viewpoint - The article outlines the establishment and operational guidelines of the Nomination Committee of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aimed at optimizing the board composition and enhancing corporate governance [1][2]. Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1]. - The committee is responsible for formulating selection criteria and procedures for directors and senior management, as well as reviewing and recommending candidates [1][2]. Group 2: Composition of the Committee - The committee consists of three directors, including two independent directors [2]. - The members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [2]. Group 3: Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2][3]. - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [3]. Group 4: Decision-Making Procedures - The committee must research the qualifications and selection processes for directors and senior management, and submit its decisions to the board for approval [3]. - The selection process includes gathering candidates' information, obtaining their consent, and conducting qualification reviews [3]. Group 5: Meeting Rules - The committee meetings can be held regularly or irregularly, with a requirement for at least two-thirds of members to be present for decisions [5]. - Decisions are made by majority vote, and meetings can be conducted in person or via communication methods [5][6]. Group 6: Confidentiality and Record Keeping - Members are bound by confidentiality regarding meeting discussions and decisions [6]. - Meeting records must be maintained for ten years, signed by attendees, and submitted to the board [6].

Core Points - The document outlines the working system for independent directors' special meetings at Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aiming to enhance corporate governance and the role of independent directors [1][6] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Group 1 - The company is required to hold independent directors' special meetings regularly, with at least one meeting annually, and can be called by more than half of the independent directors [2][6] - Meetings should ideally be held in person, but can also be conducted via video or phone, ensuring all independent directors can communicate effectively [2][3] - Decisions made in these meetings require a majority vote from all independent directors present [3][4] Group 2 - Independent directors can delegate their voting rights to another independent director if they cannot attend, provided an authorization letter is submitted [3][4] - Certain matters, such as related party transactions and changes in commitments, must be discussed and approved in these special meetings before being submitted to the board [4][5] - Independent directors have the authority to hire external consultants for audits or consultations, which must also be disclosed by the company [4][5] Group 3 - The company must ensure that independent directors have access to necessary operational information and support for their duties [5][6] - Independent directors are obligated to maintain confidentiality regarding the matters discussed in the meetings [5][6] - An annual report summarizing the independent directors' activities, including special meeting outcomes, must be submitted to the shareholders' meeting [6][8]

Group 1 - The company has decided to abolish the supervisory board and amend its articles of association and related rules [1][2] - The supervisory board's powers will be transferred to the audit committee of the board of directors [1][2] - The current supervisory board members will be relieved of their duties upon the approval of the shareholders' meeting [1] Group 2 - The amendments to the articles of association aim to further standardize company operations and improve governance [2] - Specific changes include the redefinition of the company's structure and the roles of stakeholders [2][3] - The company will continue to comply with relevant laws and regulations during the transition [1][2]

Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aimed at enhancing the board's decision-making and oversight functions [1][2] - The Audit Committee is responsible for reviewing financial information, supervising internal controls, and evaluating both internal and external audit processes [1][3] Section Summaries General Provisions - The Audit Committee is established to strengthen the board's decision-making capabilities and ensure effective supervision of the management team [1] - It operates under the authority of the board and is tasked with auditing financial information and overseeing internal controls [1][2] Composition - The Audit Committee consists of three directors who are not senior management, including two independent directors, one of whom must be a professional accountant [3][4] - The committee members are nominated by the chairman or a majority of independent directors and elected by the board [3][4] Responsibilities and Authority - The main responsibilities include supervising external audit work, evaluating internal audit processes, reviewing financial disclosures, and overseeing internal controls [3][5] - The committee must approve significant financial disclosures and the hiring or firing of external auditors before submission to the board [3][5] Decision-Making Procedures - The Audit Department prepares materials for the committee's decisions, which include evaluations of external auditors and financial reports [8][9] - Meetings are held regularly, with at least four meetings per year, and can be called as needed [9][10] Meeting Rules - Meetings require a two-thirds attendance of committee members and decisions are made by majority vote [9][10] - The committee can invite external experts for professional advice if necessary [10][11] Miscellaneous - The guidelines will take effect upon approval by the shareholders' meeting and will be interpreted by the board [11][11]

Core Points - The document outlines the external investment management system of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aiming to enhance investment management, standardize investment behavior, and maximize the time value of funds [1][2] Group 1: General Principles - The external investment refers to the company's activities to invest monetary funds, equity, or assessed physical or intangible assets for future returns [1] - Investments are categorized into short-term (up to one year) and long-term (over one year), with specific examples provided for each type [1] - Investment management must comply with national laws, company regulations, and align with the company's development strategy while ensuring the safety of funds [1] Group 2: Approval Authority - The investment approval process follows a hierarchical structure, requiring adherence to relevant laws and company regulations [2][3] - The approval authority is divided based on the investment amount, with different thresholds for the general manager, board of directors, and shareholders' meeting [2][3] Group 3: Organizational Management - The board's strategic committee is responsible for coordinating and analyzing investment projects, while the general manager leads the investment review team [4] - Various departments, including finance and strategic management, have defined roles in managing and evaluating investments [4] Group 4: Decision Management - Short-term investment decisions require a structured process, including profitability assessments and timely financial recording [5][6] - Long-term investments undergo preliminary evaluations and must be approved by the board after thorough analysis and feasibility studies [6] Group 5: Financial Management and Auditing - The finance department is tasked with comprehensive financial records and accounting for all investment activities, ensuring compliance with accounting standards [9] - Regular audits and evaluations of both long-term and short-term investments are mandated to safeguard the company's interests [9] Group 6: Reporting and Disclosure - The company must adhere to strict information disclosure obligations as per relevant laws and regulations, ensuring transparency in investment activities [10][11] - Subsidiaries are required to provide accurate and timely information to the parent company for effective oversight and compliance [10][11]

Core Points - The document outlines the external guarantee management system of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aiming to regulate guarantee behavior and control operational risks [2][3] - The system applies to the company and its subsidiaries, detailing the types of guarantees and the total amount of guarantees provided [2][3] Group 1: External Guarantee Definition and Scope - External guarantees refer to the company providing guarantees for debts owed by third parties, including guarantees for its subsidiaries [2] - The total amount of external guarantees includes those provided by the company and its subsidiaries [2] Group 2: Decision-Making Authority - External guarantee matters must be reviewed by the board of directors or the shareholders' meeting [3] - A two-thirds majority of attending directors is required for board approval of external guarantees [3][4] - Certain guarantees exceeding specified thresholds require shareholder approval, including those exceeding 50% of the latest audited net assets or 30% of total assets [3][4] Group 3: Application and Review Process - Subsidiaries must submit written applications for external guarantees to the company five working days before board or shareholder meetings [3][4] - The finance department is responsible for the initial review and daily management of guarantee applications [5][6] - The board of directors must conduct a thorough risk assessment before approving any guarantee [6][7] Group 4: Daily Management and Risk Control - Written contracts must be established for external guarantees, detailing the main debt, guarantee type, and repayment plans [7][8] - The finance department is tasked with ongoing monitoring of the financial status of guaranteed parties [8][9] - If a guaranteed party fails to meet repayment obligations, the company must take necessary remedial actions [9][10] Group 5: Reporting and Compliance - Independent directors are required to report on the company's external guarantee situation in semi-annual and annual reports [10] - The board of directors is responsible for interpreting the guarantee management system and ensuring compliance [10]

General Principles - The rules are established to clarify the responsibilities and powers of the shareholders' meeting of Nanjing Yinfly Storage Equipment (Group) Co., Ltd., to standardize its operations, improve efficiency, and protect shareholders' rights according to the Company Law and the company's articles of association [2][4]. Shareholders' Meeting Authority - The shareholders' meeting is the power institution of the company, exercising various powers including decisions on mergers, amendments to the articles of association, and approval of significant asset transactions exceeding 30% of the company's audited total assets [3][4]. - The shareholders' meeting cannot delegate its powers to the board of directors or other entities except for specific cases like bond issuance [3][4]. Authorization of the Shareholders' Meeting - Certain matters must be decided by the shareholders' meeting and cannot be authorized to the board, ensuring shareholders retain decision-making power [4][5]. - The board of directors is granted limited authority for daily operations, including investments and asset transactions, under specific thresholds [5][6]. Procedures for Convening the Shareholders' Meeting - The board must convene the annual shareholders' meeting within six months after the end of the previous fiscal year and can call temporary meetings as needed [6][7]. - Independent directors and the audit committee have the right to propose temporary meetings, and the board must respond within ten days [6][7]. Proposals and Notifications - Proposals must fall within the authority of the shareholders' meeting and be submitted in writing [9][10]. - Notifications for meetings must include details such as time, location, agenda, and rights of shareholders to attend and vote [10][11]. Voting and Decision-Making - The shareholders' meeting adopts a named voting method, with ordinary resolutions requiring a simple majority and special resolutions needing two-thirds approval [16][39]. - Shareholders with conflicts of interest must abstain from voting on related matters [17][41]. Meeting Records and Announcements - Meeting records must be maintained, detailing the proceedings, attendance, and voting results, and must be preserved for ten years [20][22]. - Resolutions must be announced promptly, including details of attendance and voting outcomes [47][48].

南京音飞储存设备（集团）股份有限公司 董事会议事规则 第一条 宗旨 为了维护南京音飞储存设备（集团）股份有限公司（以下简称"公司"）全体 股东的合法利益，进一步规范公司董事会的议事方式和决策程序，促使董事和董事 会更有效地履行其职责，提高董事会规范运作和科学决策水平，根据《中华人民共 和国公司法》（以下简称"《公司法》"）等有关法律、行政法规、部门规章和《南 京音飞储存设备（集团）股份有限公司章程》（以下简称"《公司章程》"）的规 定，制定本规则。 第二条 董事基本义务 公司全体董事根据法律、行政法规、部门规章和《公司章程》的规定对公司负 有忠实义务和勤勉义务。 第三条 独立董事制度 公司建立独立董事制度。公司董事会成员中应当有三分之一以上独立董事，其 中至少有一名会计专业人士。 公司独立董事根据相关法律、行政法规、部门规章、《公司章程》和《独立董 事工作制度》的规定行使独立董事的特别职权。 第四条 董事会专门委员会 公司董事会设立战略、审计、提名、薪酬与考核四个专门委员会，并制定四个 专门委员会工作细则。 公司董事会下设的专门委员会中，独立董事应当在提名委员会、薪酬与考核委 员会成员中过半数并担任召集人。审 ...

Core Viewpoint - The company reported a decline in revenue and net profit for the first half of 2025, attributed to a decrease in project acceptance and longer implementation cycles for automation integration projects. Despite the short-term challenges, the company remains committed to technological innovation and market expansion, aiming for long-term growth in the intelligent manufacturing and logistics sectors [6][14]. Company Overview and Financial Indicators - The company, Nanjing Inform Storage Equipment (Group) Co., Ltd., focuses on providing comprehensive services in intelligent manufacturing and logistics, including planning, design, system integration, and equipment manufacturing [3][4]. - Key financial metrics for the first half of 2025 include: - Revenue: CNY 542.94 million, down 18.97% year-on-year - Total profit: CNY 70.32 million, down 18.88% year-on-year - Net profit attributable to shareholders: CNY 62.35 million, down 20.05% year-on-year - Basic earnings per share: CNY 0.2119, down 20.07% year-on-year [2][5]. Business Operations and Strategy - The company operates in the high-end equipment manufacturing industry, specifically in the intelligent manufacturing equipment sector, providing customized solutions for various industries such as new energy, food cold chain, and e-commerce [6][7]. - The main business segments include: 1. Intelligent manufacturing and logistics planning and system integration 2. Core logistics equipment and software sales 3. Operational services for product and software upgrades [4][5]. - The company emphasizes a dual production model of standardization and customization to meet high industry demand [11]. Market Position and Competitive Advantages - The company has established a complete intelligent logistics product ecosystem, integrating core hardware and self-developed software systems, which enhances project implementation efficiency and cost control [10][11]. - It has built six production bases across China and Thailand, with significant production capacity, positioning itself among the industry leaders [10][11]. - The company holds 289 authorized patents and has been involved in setting national and industry standards, reinforcing its technological leadership [11][12]. Strategic Collaborations and Innovations - The company has formed strategic partnerships with key players like JD Industrial to enhance supply chain efficiency and develop integrated solutions for intelligent warehousing [7][8]. - It has successfully implemented innovative warehouse solutions for leading enterprises, significantly improving operational efficiency and setting industry benchmarks [8][9]. Talent Development and Corporate Culture - The company prioritizes talent development, establishing a comprehensive training system and a dual career development path to enhance employee capabilities [13][14]. - It fosters a culture of innovation and collaboration, which is crucial for maintaining competitive advantages in a rapidly evolving market [13][14].