Rules of Procedure for Board Meetings of Shenzhen Zhiwei Intelligent Technology Co., Ltd. (Revised February 2026)
Chapter 1 General Principles
Article 1 In order to improve the corporate governance structure of Shenzhen Zhiwei Intelligent Technology Co., Ltd. (hereinafter referred to as "the Company"), further standardize the board's decision-making processes, and promote the effective performance of duties by directors and the board, these rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China, the Stock Listing Rules of the Shenzhen Stock Exchange (hereinafter referred to as "the Listing Rules"), the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies (hereinafter referred to as "Standardized Operations"), the Management Measures for Independent Directors of Listed Companies, and other relevant laws, regulations, normative documents, and the Articles of Association of Shenzhen Zhiwei Intelligent Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2 The board shall exercise its powers within the scope prescribed by the Company Law and other laws, regulations, normative documents, the Articles of Association, and these rules.
Chapter 2 Composition and Powers of the Board
Article 3 The board is a permanent decision-making body of the Company and is accountable to the shareholders' meeting. The board consists of six directors, including two independent directors and four non-independent directors.
Article 4 Directors are elected and replaced by the shareholders' meeting (where employee directors are elected or replaced by the employee representative assembly or other forms of democratic procedures), with a term of three years, and may be re-elected upon the expiration of their term.
Article 5 Before the Company's initial public offering and listing, newly appointed directors and senior management must sign the "Director (Senior Management) Declaration and Commitment" within one month of their appointment, in accordance with the relevant regulations of the Shenzhen Stock Exchange, and submit it to the Shenzhen Stock Exchange and the board. If there are significant changes in the declaration and commitment (excluding the holding of the Company's stock), directors and senior management must update and submit it within five trading days.
The aforementioned personnel must have their signing of the "Director (Senior Management) Declaration and Commitment" witnessed by a lawyer. Directors and senior management must ensure the truthfulness, accuracy, and completeness of the declaration, with no false records, misleading statements, or significant omissions. The board secretary shall urge directors and senior management to sign the "Director (Senior Management) Declaration and Commitment" in a timely manner and submit it in accordance with the regulations of the Shenzhen Stock Exchange.