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 ...

Meeting Information - The first extraordinary general meeting of 2025 will be held on August 6, 2025, at 14:00 [1] - The meeting will take place at the company's conference room located at 69 Xunyangjiang Road, Suzhou High-tech Zone [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange network voting system, with voting available from 9:15 to 15:00 on the day of the meeting [2] - Specific voting times include: trading system voting from 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1][2] - Shareholders must complete identity verification to access the online voting platform [2] Meeting Agenda - The meeting will review non-cumulative voting proposals that have been approved by the board and supervisory committee on July 21, 2025 [2] - There are no related shareholders that need to abstain from voting [2] Attendance Requirements - Shareholders registered by the close of trading on August 1, 2025, are eligible to attend the meeting [4] - Attendance is also open to company directors, supervisors, senior management, and appointed lawyers [4] Registration Process - Shareholders must complete registration procedures, including providing necessary identification and authorization documents if represented by an agent [4][5] - Registration must be completed by 16:00 on August 5, 2025, for those using mail [4] Additional Information - Attendees are responsible for their own transportation and accommodation [5] - It is advised that shareholders arrive at least half an hour early for check-in [5]

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].

Core Viewpoint - The internal audit management system of Nuwei CNC Equipment (Suzhou) Co., Ltd. aims to enhance the quality and standardization of internal audit work, ensuring compliance with laws and regulations while effectively managing risks and internal controls [1][2]. Group 1: General Provisions - Internal audit is defined as an independent and objective evaluation of the effectiveness of internal controls, risk management, and the authenticity of financial information [1]. - The internal audit department operates independently and is responsible for auditing the company's operations and internal controls [2]. Group 2: Audit Committee and Responsibilities - The company must establish an audit committee under the board of directors, composed entirely of non-executive directors, with a majority being independent directors [4]. - The audit committee is responsible for guiding and supervising the internal audit department, reviewing annual audit plans, and reporting significant issues to the board [16]. Group 3: Audit Personnel and Structure - The head of the internal audit department must possess relevant professional qualifications and experience, and the department should maintain independence from the finance department [6][5]. - Internal audit personnel should have diverse professional knowledge and skills to meet the demands of the audit work [6]. Group 4: Audit Procedures and Reporting - The internal audit department is required to conduct quarterly audits of monetary funds and report any anomalies to the audit committee [9]. - Audit reports must be submitted to the audit committee, which will also oversee the implementation of corrective measures for identified issues [8][7]. Group 5: Internal Control Evaluation - The internal audit department is responsible for evaluating the effectiveness of internal controls annually and must submit a report to the audit committee [11]. - The evaluation report should include a declaration of the board's statement on the report's authenticity and details of any identified deficiencies [11]. Group 6: Compliance and Penalties - The internal audit department and personnel are subject to rewards for significant achievements and penalties for violations of the internal audit management system [32][33]. - Violations may include misuse of power, negligence, or obstruction of audit activities, which can lead to disciplinary actions or legal consequences [33][34].