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 Points - The company has completed the listing and circulation of all shares from its initial strategic placement [1] - The company will distribute a cash dividend of 0.6 CNY per share and a stock bonus of 0.4 shares for each share held [1][2] - The total cash dividend to be distributed amounts to 196 million CNY, and the total stock increase will be 130.67 million shares, resulting in a new total share capital of 457.33 million shares [2][6] Distribution and Capital Increase Plan - The profit distribution and capital increase plan was approved at the annual shareholders' meeting on May 23, 2025 [2] - The cash dividend will be distributed to shareholders registered by the end of the trading day on the stock registration date [3] - The stock bonus will be directly credited to shareholders' accounts based on their holdings as of the registration date [3] Taxation on Dividends - Individual shareholders holding shares for over one year will not be subject to personal income tax on dividends, while those holding for less than one year will have taxes calculated upon selling the shares [4][5] - For qualified foreign institutional investors (QFII), a 10% corporate income tax will be withheld, resulting in a net cash dividend of 0.54 CNY per share [5][6] - The company will not withhold taxes for other institutional investors, who will be responsible for their own tax payments [6] Share Capital Structure Changes - The total number of shares before the increase was 326.67 million, which will increase to 457.33 million after the distribution and capital increase [6] - The diluted earnings per share for the fiscal year 2024 is projected to be 0.71 CNY after the stock bonus [6]