Chapter 1 General Principles
Article 1 In order to further establish and improve the modern enterprise system, standardize the operation of the corporate governance structure of Beijing Weitongli Electric Co., Ltd. (hereinafter referred to as "the Company"), ensure that the shareholders' meeting can exercise its powers in accordance with the law, and effectively safeguard the legitimate rights and interests of the Company and its shareholders, 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 Code of Corporate Governance for Listed Companies, the Rules for Shareholders' Meetings of Listed Companies, the Listing Rules of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 1 for Listed Companies on the Main Board of the Shenzhen Stock Exchange, and other relevant laws, regulations, and the Articles of Association of Beijing Weitongli Electric Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2 The shareholders' meeting is the power organ of the Company. The Company shall strictly convene the shareholders' meeting in accordance with the relevant provisions of laws, administrative regulations, the Articles of Association, and these rules to ensure that shareholders can exercise their rights in accordance with the law. The Board of Directors of the Company shall earnestly perform its duties and organize the shareholders' meeting in a serious and timely manner. All directors of the Company shall diligently ensure the normal convening of the shareholders' meeting and the lawful exercise of its powers.
Chapter 2 Convening of Shareholders' Meetings
Article 3 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting shall be held once a year within six months after the end of the previous accounting year. Extraordinary shareholders' meetings shall be convened irregularly and must be held within two months in any of the following circumstances: (1) The number of directors is less than the minimum number prescribed by the Company Law or two-thirds of the number specified in the Articles of Association; (2) The Company's unmade-up losses reach one-third of the total share capital; (3) Shareholders holding more than 10% of the Company's shares request it; (4) The Board of Directors deems it necessary; (5) The Audit Committee proposes to convene it; (6) Other circumstances prescribed by laws, administrative regulations, the Articles of Association, and their rules.
The shareholding number of the shareholders mentioned in item (3) above shall be calculated based on the shares held by the shareholders on the day of their request. If the Company cannot convene the shareholders' meeting within the above time limit, it shall report to the local office of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the Shenzhen Stock Exchange, explaining the reasons and making an announcement.
Article 4 The Board of Directors shall convene the shareholders' meeting on time within the time limit specified in these rules.
Article 5 With the consent of more than half of all independent directors, independent directors have the right to propose to the Board of Directors to convene an extraordinary shareholders' meeting. The Board of Directors shall provide written feedback on whether to agree or disagree to convene the extraordinary shareholders' meeting within 10 days of receiving the proposal, in accordance with laws, administrative regulations, and the Articles of Association. If the Board of Directors agrees to convene the extraordinary shareholders' meeting, it shall issue a notice of the meeting within 5 days after making the Board resolution; if the Board of Directors disagrees, it shall explain the reasons and make an announcement.