纽威数控装备（苏州）股份有限公司 董事会审计委员会议事规则 纽威数控装备（苏州）股份有限公司 董事会审计委员会议事规则 第一章 总则 第一条 为提高公司治理水平，强化董事会决策功能，确保董事会对经理层 的有效监督，完善公司治理结构，根据《中华人民共和国公司法》《中华人民共 和国证券法》《上市公司治理准则》《上市公司独立董事管理办法》《上海证券 交易所科创板股票上市规则》《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》《纽威数控装备（苏州）股份有限公司章程》（以下简称 "《公司章程》"）等规定，公司特设立董事会审计委员会（以下简称"审计委 员会"），并制定本规则。 第二条 审计委员会是董事会下设的专门委员会，对董事会负责，向董事会 报告工作。 第三条 审计委员会委员应当具备履行审计委员会工作职责的专业知识和经 验，切实有效地监督、评估公司内外部审计工作,促进公司建立有效的内部控制 并提供真实、准确、完整的财务报告。 第四条 公司须为审计委员会提供必要的工作条件，配备专门人员或者机构 承担审计委员会的工作联络、会议组织、材料准备和档案管理等日常工作。审计 委员会履行职责时，公司管理层及相关部门须 ...

证券代码：688697 证券简称：纽威数控 公告编号：2025-023 纽威数控装备（苏州）股份有限公司 第三届监事会第二次会议决议的公告 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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 纽威数控装备（苏州）股份有限公司（以下简称"公司"）第三届 监事会第二次会议于 2025 年 7 月 15 日通过电子邮件方式发出通知， 并于 2025 年 7 月 21 日在苏州高新区通安浔阳江路 69 号公司会议室 以现场方式召开。本次会议由严琴女士召集，经全体监事共同推举， 本次会议由严琴女士主持，应出席监事 3 人，实际出席监事 3 人。全 体监事认可本次会议的通知时间、议案内容等事项，本次监事会的召 集和召开程序符合《中华人民共和国公司法》《中华人民共和国证券 法》等法律法规及《纽威数控装备（苏州）股份有限公司章程》《纽 威数控装备（苏州）股份有限公司监事会议事规则》的相关规定，会 议决议合法有效。 二、监事会会议审议情况 （一）审议通过《关于注销子公司的议案》 表决结果：3 票同意；0 票弃权；0 票反 ...

证券代码：688697 证券简称：纽威数控 公告编号：2025-024 纽威数控装备（苏州）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： ? 股东大会召开日期：2025年8月6日 ? 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 一、召开会议的基本情况 至2025 年 8 月 6 日 （一） 股东大会类型和届次 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票 相结合的方式 （四） 现场会议召开的日期、时间和地点 召开日期时间：2025 年 8 月 6 日 14 点 00 分 召开地点：苏州高新区通安浔阳江路 69 号公司会议室 （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 8 月 6 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 9:1 ...

Group 1 - The company has approved the proposal to deregister its wholly-owned subsidiary NEWAY CNC(USA), INC [1] - The recent audited financial data of the subsidiary shows a revenue of 20.75 million RMB and a net profit of 4.50 million RMB as of December 2024 [1] - The deregistration is part of the company's overall operational strategy aimed at reducing management costs and optimizing organizational structure, which is expected to enhance management and operational efficiency [1] Group 2 - The completion of the deregistration will lead to adjustments in the company's consolidated financial statements but will not adversely affect the overall business development or profitability [1] - The deregistration does not constitute a related party transaction or a significant asset restructuring as defined by relevant regulations [1]

General Principles - The management system aims to strengthen control over subsidiaries, ensuring alignment with the company's strategic direction and enhancing governance and operational efficiency [1][2] - The term "controlling subsidiary" refers to companies where the company holds more than 50% of shares or has actual control, while "associate subsidiary" refers to those with less than 50% shares without actual control [1] Investor Relations Management - Controlling subsidiaries must improve their corporate governance structure and establish internal management systems in accordance with the law [2][6] - The company appoints directors, supervisors, and senior management to controlling subsidiaries, with adjustments made as necessary [2][3] Financial, Operational, and Investment Decision Management - Controlling subsidiaries must adhere to the company's unified financial management policies and report monthly on operational and financial conditions [3][4] - Annual operational plans must be prepared, and any significant changes in the industry or market must be reported promptly [4][5] Major Information Reporting - Controlling subsidiaries are required to report significant operational and financial matters that could impact the company's stock price [7][8] - Any related party transactions must be reported and approved according to the company's regulations [5][7] Internal Audit Supervision - Controlling subsidiaries must enhance internal audits and cooperate with the company's audit processes [9][10] - The company may conduct exit audits for senior management when they leave the subsidiary [10] Administrative Affairs, Personnel Management, and Assessment - Controlling subsidiaries should establish their management regulations based on the company's administrative rules [10][11] - Performance assessments for senior management are based on the completion of operational plans and overall company performance [10][11] Management of Associate Subsidiaries - Management of associate subsidiaries is primarily achieved through appointed personnel exercising their rights [11][12] - Associate subsidiaries must report monthly on operational conditions and financial statements [11] Profit Distribution Control - The company must legally exercise shareholder rights to encourage profit distribution from controlling subsidiaries [11][12] - Controlling subsidiaries must ensure the effective implementation of profit distribution plans [12]

Core Viewpoint - Niuwei CNC Equipment (Suzhou) Co., Ltd. has announced the cancellation of its supervisory board, changes to its registered capital, and amendments to its articles of association, aiming to enhance corporate governance and operational efficiency [1][2]. Group 1: Cancellation of Supervisory Board - The company will no longer establish a supervisory board, with its functions being transferred to the audit committee of the board of directors [1]. - Relevant internal regulations related to the supervisory board will be abolished [1]. Group 2: Changes in Registered Capital - Following the completion of the 2024 annual equity distribution, the company's total share capital has increased to 457,333,380 yuan [1]. - The articles of association will be amended to reflect this change in registered capital [1]. Group 3: Amendments to Articles of Association - The company has revised its articles of association in accordance with the Company Law and other relevant regulations, with specific changes detailed in an attached comparison table [2]. - Other provisions in the articles of association remain unchanged, and the revised content will be disclosed on the Shanghai Stock Exchange website [2]. Group 4: Governance System Revisions - To improve corporate governance and protect the rights of shareholders and investors, the company plans to revise and establish several governance systems [2]. - The proposed revisions have been approved by the board of directors and will be submitted for shareholder approval [5].

General Principles - The company establishes a system for the selection of accounting firms to enhance financial information quality and protect shareholder interests, in accordance with relevant laws and regulations [1][2] - The selection process includes hiring, re-hiring, and changing accounting firms, which must comply with the established system [1] Selection Process - The appointment or dismissal of accounting firms must be approved by the Audit Committee, then submitted to the Board of Directors, and finally decided by the shareholders' meeting [2][3] - The controlling shareholders and actual controllers are prohibited from interfering with the Audit Committee's independent review before the Board and shareholders' meetings [2] Quality Requirements - Selected accounting firms must have independent legal status, meet regulatory requirements, and possess a good record of professional quality [2] - The firm must have qualified registered accountants who have not faced administrative penalties related to securities and futures in the past three years [2] Evaluation and Scoring - The evaluation of accounting firms must include criteria such as audit fees, qualifications, professional records, quality management, and resource allocation [5][6] - Quality management must account for at least 40% of the evaluation score, while audit fees should not exceed 15% [6] Information Disclosure - The company must disclose information about the accounting firm, including service duration and audit fees, in annual financial reports [29][30] - Any changes in accounting firms must be accompanied by detailed disclosures regarding the reasons for the change and the quality of the firms involved [30][31] Supervision and Penalties - The Audit Committee is responsible for supervising the selection process and ensuring compliance with laws and regulations [12][13] - Serious violations by accounting firms may lead to their disqualification from future audits, and the Board must report such incidents to regulatory authorities [13][34]

General Principles - The purpose of the system is to standardize the behavior of the board secretary of Nuwei CNC Equipment (Suzhou) Co., Ltd. and improve the corporate governance structure [1][2] - The system is based on relevant laws, regulations, and the company's articles of association [1][2] Appointment of Board Secretary - The company appoints one board secretary who is a senior management member responsible for legal obligations and duties [3] - The board secretary must possess good professional ethics, necessary knowledge in finance, management, and law, and relevant work experience [3][4] - Certain individuals are prohibited from serving as board secretary, including those with recent administrative penalties from the China Securities Regulatory Commission [4] Responsibilities and Duties - The board secretary is responsible for information disclosure, ensuring compliance with disclosure regulations, and managing investor relations [5][6] - Duties include organizing board meetings, assisting in establishing internal control systems, and managing shareholder information [5][6] - The board secretary must adhere to legal obligations and maintain confidentiality regarding company information [6][7] Amendments and Implementation - The system must be modified if there are changes in relevant laws or if the board decides to amend it [8] - The system takes effect upon approval by the board [8]

General Principles - The purpose of the guidelines is to promote institutional, standardized, and scientific management of the company, ensuring the correctness and rationality of major business decisions [1] - The guidelines aim to implement the Company Law, the company's articles of association, and the powers delegated to the general manager team by the board of directors [1] General Manager Responsibilities - The company has one general manager, appointed or dismissed by the board of directors, who is responsible for daily business operations and management [3] - The general manager must adhere to principles of loyalty, integrity, diligence, legality, and efficiency [2] - The general manager has the authority to organize the implementation of the board's resolutions and report work to the board [2][3] Authority and Decision-Making - The general manager is responsible for implementing the company's annual business plan and investment proposals [2] - The general manager can decide on transactions below a certain threshold without board approval, but related transactions must be submitted for board or shareholder review [2] - The general manager is responsible for internal management matters and must ensure compliance with national laws and regulations when formulating internal management rules [3] Reporting Obligations - The general manager must report to the board on major contracts, execution status, fund utilization, and profit and loss situations, ensuring the truthfulness of the reports [3][4] - Reports include regular business reports (mid-term and annual) and temporary reports for significant events [4] Senior Management Structure - The company has senior management positions including vice general manager, board secretary, financial director, and chief engineer, all nominated by the general manager and appointed by the board [10] - Candidates for senior management positions must meet specific legal and regulatory requirements [10] Meetings and Documentation - The general manager's office meetings are held to discuss work and make decisions, with the general manager presiding over these meetings [14] - Important meeting materials must be distributed in advance, and minutes must be kept for at least ten years [8][9] Accountability and Responsibility - The company will hold the general manager and other senior management accountable for losses due to negligence or misconduct [28] - Specific circumstances that warrant accountability include violations of disclosure regulations and decisions that lead to significant negative impacts on the company [28][30] Miscellaneous Provisions - The guidelines will be revised in accordance with any changes in national laws or the company's articles of association [31] - The board of directors holds the interpretation rights of these guidelines [32]

Core Viewpoint - The document outlines the insider information management system of Nuwei CNC Equipment (Suzhou) Co., Ltd, aiming to regulate insider information handling, enhance confidentiality, and ensure fair information disclosure in compliance with relevant laws and regulations [2][3][4]. Group 1: Insider Information Definition - Insider information refers to non-public information that significantly impacts the company's operations, finances, or the trading prices of its securities, including major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major losses or debts [3][4][5]. Group 2: Insider Information Recipients - Insider information recipients include company directors, senior management, shareholders holding over 5% of shares, and personnel from related companies or regulatory bodies who can access insider information due to their roles [2][3][4]. Group 3: Confidentiality Responsibilities - Insider information recipients are obligated to maintain confidentiality and are prohibited from disclosing or trading based on insider information. Measures must be taken to limit the number of individuals aware of such information [6][7][9]. Group 4: Record-Keeping and Reporting - The company must maintain accurate records of insider information recipients and report this information to relevant authorities within five trading days after the public disclosure of insider information. Records must be kept for at least ten years [11][12][22]. Group 5: Accountability and Penalties - The company is responsible for investigating any breaches of insider information confidentiality and may impose penalties on individuals who leak information or engage in insider trading. Serious violations may lead to criminal prosecution [13][14][15].