证券代码：300136 证券简称：信维通信 公告编号：2025-032 深圳市信维通信股份有限公司 第五届监事会第十二次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 一、监事会会议召开情况 本议案以 3 票同意，0 票弃权，0 票反对的表决结果获得通过。 经审核，监事会认为：公司第四期股权激励计划第一个归属期规定的归属条 件已经成就，本次可归属数量为 164 万股。11 名激励对象个人层面考核合格， 其作为第四期股权激励计划激励对象的主体资格合法、有效。同意公司按照本激 励计划相关规定为符合条件的 11 名激励对象办理归属相关事宜。 具体内容详见公司同日在巨潮资讯网（www.cninfo.com.cn）披露的相关公 告。 本次会议由监事会主席丁国荣先生召集和主持，应出席监事 3 人，实际出席 的有关规定。 二、监事会会议审议情况 公司监事会对董事会编制的《2025 年半年度报告》全文及摘要进行了认真 审核，并提出如下书面审核意见：经审核，监事会认为董事会编制和审核《2025 年半年度报告》全文及摘要的程序符合法律、法规和中国证监会的有关规定，报 ...

经深圳市信维通信股份有限公司（以下简称"公司"）第五届董事会第十六 次会议审议通过，决定于 2025 年 9 月 5 日（星期五）召开公司 2025 年第二次临 时股东大会。现将会议相关事项通知如下： 证券代码：300136 证券简称：信维通信 公告编号:2025-041 深圳市信维通信股份有限公司 关于召开 2025 年第二次临时股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 一、召开会议的基本情况 部门规章、规范性文件及《公司章程》的规定。 （1）现场会议召开时间：2025 年 9 月 5 日（星期五）下午 14:00 （2）网络投票时间：2025 年 9 月 5 日 其中，通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 9 月 5 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00；通过深圳证券交易所 互联网投票系统进行投票的具体时间为：2025 年 9 月 5 日 09:15-15:00 的任意 时间。 圳证券交易所交易系统和互联网投票系统（http://wltp.cninfo.com.cn ...

Core Viewpoint - The independent director candidate, Li Tianming, has declared his commitment and qualifications to serve on the sixth board of Shenzhen Sienwei Communication Co., Ltd, ensuring his independence and compliance with relevant regulations [1][9]. Summary by Sections Candidate Qualifications - The candidate has passed the qualification review by the nomination committee of the fifth board and confirms no conflicts of interest with the company [1]. - The candidate meets the requirements set forth by the Company Law of the People's Republic of China regarding eligibility to serve as a director [2]. - The candidate complies with the independent director qualifications as per the China Securities Regulatory Commission and Shenzhen Stock Exchange regulations [2][3]. Training and Experience - The candidate has completed training and obtained certification recognized by the stock exchange [2]. - The candidate possesses basic knowledge related to the operation of listed companies and has over five years of relevant work experience in law, economics, management, accounting, or finance [4][5]. Independence Assurance - The candidate and their immediate family do not hold more than 1% of the company's issued shares and are not among the top ten shareholders [5][6]. - The candidate does not provide financial, legal, or consulting services to the company or its controlling shareholders [6][7]. - The candidate has not been subject to any disqualifications or penalties by regulatory authorities in the past 36 months [7][8]. Commitment to Responsibilities - The candidate acknowledges the responsibilities of an independent director and guarantees the truthfulness and completeness of the provided information [9][10]. - The candidate commits to report any changes in eligibility and will resign if they no longer meet the qualifications during their tenure [10].

Core Points - The company has established a management system for the resignation of directors and senior management to ensure governance stability and protect shareholder rights [1][8] - The system applies to all directors and senior management personnel, covering various resignation scenarios such as voluntary resignation, term expiration, retirement, and dismissal [1][2] Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, with disclosure required within two trading days [3][4] - If a director does not get re-elected during the board re-election, they automatically resign on the day the new board is elected [4] - Senior management can also resign before their term ends, with specific procedures outlined in the company's management regulations and labor contracts [2][3] Conditions for Resignation - Directors and senior management must meet certain qualifications to hold their positions, including not having criminal convictions related to financial misconduct or being declared unfit by regulatory bodies [3][4] - If a director or senior management resigns under circumstances that violate laws or company regulations, the company may terminate their position immediately [2][3] Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation becomes effective [5][6] - They remain liable for any commitments made during their tenure, including confidentiality obligations, even after leaving the company [5][6] Accountability Mechanism - The board will review any breaches of duty or unfulfilled commitments by resigning personnel and may pursue compensation for losses incurred [6][8] - Resigning personnel have the right to appeal any accountability decisions made against them within a specified timeframe [6][8] Implementation and Amendments - The management system will be enforced in accordance with national laws and regulations, and any conflicts with future legal changes will be resolved in favor of the new regulations [8] - The board is responsible for the formulation, modification, and interpretation of this management system, which takes effect upon approval [8]

Core Points - The company has revised its articles of association to enhance the protection of the rights and interests of shareholders, employees, and creditors, in accordance with the Company Law of the People's Republic of China [2][3] - The revisions include changes to the legal representation of the company, the scope of business operations, and the procedures for issuing shares and providing guarantees [3][4][12] Summary by Sections Articles of Association - The articles of association serve as a legally binding document governing the relationships and rights among the company, shareholders, directors, supervisors, and senior management [1][2] - The definition of senior management has been clarified to include the general manager, deputy general managers, and the financial officer [1][2] Business Scope - The company's business scope has been expanded to include manufacturing and sales of various electronic components, communication devices, and technology services [3][4] Share Issuance and Rights - The issuance of shares must adhere to principles of fairness and equality, ensuring that all shares of the same category have equal rights [4][5] - New provisions have been added regarding the financial assistance for acquiring shares, limiting such assistance to no more than 10% of the total issued capital [5][6] Shareholder Rights and Obligations - Shareholders have the right to supervise the company's operations, propose suggestions, and request information [7][8] - The obligations of shareholders include compliance with laws and regulations, and they are liable for damages caused by the abuse of their rights [11][12] General Meeting of Shareholders - The general meeting is the company's highest authority, responsible for major decisions such as electing directors, approving financial reports, and modifying the articles of association [12][13] - Specific provisions have been established for convening extraordinary meetings and the voting rights of shareholders [14][15]

General Overview - The document outlines the working rules of the Audit Committee of Shenzhen Xinwei Communication Co., Ltd, aimed at enhancing the decision-making function of the board and ensuring effective supervision of the management [1][2]. Composition of the Audit Committee - The Audit Committee consists of three directors, with at least two being independent directors and one being a professional accountant [3][4]. - The chairman of the Audit Committee is elected from among the independent directors with accounting expertise [2][3]. Responsibilities and Authority - The main responsibilities of the Audit Committee include proposing the hiring or replacement of the auditing firm, reviewing financial reports, and supervising internal controls [3][4]. - The committee is responsible for communication between internal and external auditors and must approve significant financial decisions before they are submitted to the board [3][4]. Decision-Making Procedures - The internal audit department prepares materials for the Audit Committee's decision-making, including financial reports and audit findings [10][11]. - The committee must meet at least quarterly, and decisions require a majority vote from the members present [12][13]. Meeting Rules - Meetings can be called by the chairman or upon request by two or more members, with proper notice given [12][13]. - A quorum requires at least two-thirds of the members to be present, and decisions must be made by a majority vote [12][13]. Documentation and Reporting - Meeting minutes must be recorded and maintained for at least ten years, detailing attendance, agenda, and decisions made [11][12]. - The committee's decisions must be reported to the board of directors promptly [10][11]. Compliance and Amendments - The working rules must comply with national laws and regulations, and any amendments must be consistent with these laws [12][13]. - The board of directors holds the authority to interpret these working rules [12][13].

Group 1 - The company reported a total of 177,339.36 thousand RMB in non-operating fund usage, with a cumulative occurrence amount of 1,040.60 thousand RMB and a repayment amount of 1,581.64 thousand RMB for the first half of 2025 [1][2] - The balance of non-operating funds at the end of the first half of 2025 was 155,665.94 thousand RMB, indicating a significant amount of funds tied up in non-operating activities [1][2] - The company has multiple subsidiaries involved in non-operating fund transactions, including Jiangsu Juyongchang Electronics Technology Co., Ltd. and Shenzhen Xinyi Intelligent Equipment Technology Co., Ltd., with varying amounts of fund usage [1] Group 2 - The report highlights the financial interactions with related parties, including the nature of these transactions categorized as either operating or non-operating [2] - The company’s financial management includes monitoring the interest accrued on these funds, which is essential for understanding the overall financial health and liquidity [2] - The legal representatives and accounting personnel are identified, indicating a structured approach to financial governance within the company [2]

Core Viewpoint - The company has nominated Mr. Xia Jun as a candidate for the independent director of the sixth board of directors, ensuring compliance with relevant regulations and qualifications for independent directors [1][9]. Group 1: Nomination Process - The nomination was made after a thorough review of Mr. Xia Jun's professional background, education, qualifications, and any potential conflicts of interest [1]. - The nominator confirms that there are no close relationships that could affect the independent performance of the nominee [1]. Group 2: Compliance with Regulations - The nominee meets the qualifications and conditions set forth by the China Securities Regulatory Commission and the Shenzhen Stock Exchange for independent directors [2]. - The nominee has completed the necessary training and obtained relevant certification recognized by the stock exchange [2]. Group 3: Independence and Qualifications - The nominee does not hold any positions in the company or its subsidiaries, nor do they or their immediate family members hold more than 1% of the company's shares [5][6]. - The nominee possesses the required knowledge of company operations and relevant laws, with over five years of experience in legal, economic, management, accounting, or financial fields [5][6]. Group 4: Commitment and Accountability - The nominator guarantees the truthfulness and completeness of the statements made in the nomination, accepting legal responsibility for any inaccuracies [8]. - If the nominee's independence is compromised during their tenure, the nominator will report this to the board and urge the nominee to resign [9].

证券代码：300136 证券简称：信维通信 公告编号：2025-038 深圳市信维通信股份有限公司 独立董事提名人声明与承诺 提名人深圳市信维通信股份有限公司董事会现就提名李莉女士为深圳市信 维通信股份有限公司第六届董事会独立董事候选人发表公开声明。被提名人已书 面同意作为深圳市信维通信股份有限公司第六届董事会独立董事候选人（参见该 独立董事候选人声明）。本次提名是在充分了解被提名人职业、学历、职称、详 细的工作经历、全部兼职、有无重大失信等不良记录等情况后作出的，本提名人 认为被提名人符合相关法律、行政法规、部门规章、规范性文件和深圳证券交易 所业务规则对独立董事候选人任职资格及独立性的要求，具体声明并承诺如下事 项： 一、被提名人已经通过深圳市信维通信股份有限公司第五届董事会提名委员 会资格审查，提名人与被提名人不存在利害关系或者其他可能影响独立履职情形 的密切关系。 是 □ 否 如否，请详细说明：______________________________ 二、被提名人不存在《中华人民共和国公司法》第一百七十八条等规定不得 担任公司董事的情形。 是 □ 否 如否，请详细说明：______________ ...

证券代码：300136 证券简称：信维通信 公告编号：2025-034 深圳市信维通信股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 深圳市信维通信股份有限公司（以下简称"公司"）于 2025 年 8 月 14 日召 开了第五届董事会第十六次会议，审议通过了《关于董事会换届选举第六届董事 会非独立董事的议案》 《关于董事会换届选举第六届董事会独立董事的议案》，并 提请公司 2025 年第二次临时股东大会审议。 根据拟修订的《公司章程》规定，公司第六届董事会将由 9 名董事组成，其 中职工代表董事 1 名、独立董事 3 名。经公司董事会提名委员会审核，公司董事 会提名彭浩先生、彭宇斐先生、周进军先生、虞成城先生、单莉莉女士为公司第 六届董事会非独立董事候选人，提名李莉女士、李天明先生、夏俊先生为公司第 六届董事会独立董事候选人（其中李莉女士为会计专业人士），与后续职工代表 大会选举产生的职工代表董事一起，共同组成公司第六届董事会。相关候选人简 历详见附件。 经公司董事会提名委员会及董事会审查，上述非独立董事候选人及独立董事 候选人具备《中华人民共和 ...