一、监事会会议召开情况 南京音飞储存设备（集团）股份有限公司（以下简称"公司"）第五届监事会第 十一次会议通知于 2025 年 8 月 26 日以通讯方式发出，会议于 2025 年 8 月 27 日以现场 与通讯表决相结合方式召开。本次会议应到监事 3 人，实到监事 3 人。本次会议的召集、 召开符合《中华人民共和国公司法》和《公司章程》的有关规定。监事会主席张权先生 为会议主持人。 证券代码：603066 证券简称：音飞储存 公告编号：2025-029 南京音飞储存设备（集团）股份有限公司 第五届监事会第十一次会议决议公告 本公司监事会及全体监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个别及连带责任。 表决结果：同意 3 票；反对 0 票；弃权 0 票 表决结果：同意 3 票；反对 0 票；弃权 0 票 该议案尚需提交公司股东大会审议。 特此公告 二、监事会会议审议情况 公司监事会对公司 2025 年半年度报告进行全面审核后认为： （1）公司 2025 年半年度报告的编制和审议程序符合相关法律、法规、公司章程和 公司内部管理制度的相关规定； （2）公 ...

证券代码：603066 证券简称：音飞储存 公告编号：2025-031 南京音飞储存设备（集团）股份有限公司 关于召开2025年第一次临时股东大会的通知 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。 重要内容提示： 召开的日期时间：2025 年 9 月 15 日 10 点 召开地点：南京江宁经济技术开发区殷华街 470 号公司三楼会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 15 日 至2025 年 9 月 15 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者 的投票，应按照《上海证券交易所上市公司自律监管 ...

南京音飞储存设备（集团）股份有限公司 章 程 二〇二五年八月 南京音飞储存设备（集团）股份有限公司 章 程 目 录 第一章 总则 第一条 为维护南京音飞储存设备（集团）股份有限公司（以下简称"公司"）、 股东、职工和债权人等利益相关者的合法权益，规范公司的组织和行为，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》）和其他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司系由南京音飞储存设备工程有限公司依法整体变更设立；在南京市市场监督 管理局注册登记，取得企业法人营业执照，统一社会信用代码为 91320100738866409D。 第三条 公司于 2015 年 5 月 21 日经中国证券监督管理委员会（以下简称"中国 证监会"）核准，首次向社会公开发行人民币普通股 2,500 万股，于 2015 年 6 月 11 日在上海证券交易所上市。 第四条 公司名称：南京音飞储存设备（集团）股份有限公司，英文名称： Nanjing Inform Storage Equipment (Group) Co.,Ltd.。 第五 ...

Core Points - The company has established a Compensation and Assessment Committee to enhance the management of compensation and performance evaluation for directors and senior management [1][2] - The committee consists of three members, with two being independent directors, and is responsible for formulating assessment standards and compensation policies [1][3] - The committee's main responsibilities include developing compensation plans, reviewing performance evaluations, and supervising the execution of compensation systems [3][4] Composition - The committee is composed of three directors, with a majority being independent directors [2] - The chairperson of the committee is elected from among the independent directors [2] Responsibilities and Authority - The committee is tasked with creating compensation plans based on the roles and responsibilities of directors and senior management [3] - It conducts annual performance evaluations and supervises the implementation of compensation policies [3][4] - Recommendations made by the committee regarding compensation must be approved by the board and submitted for shareholder review [3][4] Decision-Making Procedures - The committee meetings are held at least once a year, with a quorum of two-thirds of the members required for decisions [5][6] - Decisions are made through voting, and meeting records must be maintained for ten years [6][7] Miscellaneous - The committee's guidelines will be effective upon approval by the board and will be interpreted by the board [9]

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]