Chapter 1 General Principles
Article 1
To further standardize the decision-making methods and procedures of the Board of Directors of Beijing Weitongli Electric Co., Ltd. (hereinafter referred to as "the Company"), to enable directors and the board to effectively fulfill their responsibilities, and to improve the board's standardized operations and scientific decision-making levels, 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 Shenzhen Stock Exchange Listing Rules, the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies, and other relevant laws, administrative regulations, and the Articles of Association of Beijing Weitongli Electric Co., Ltd. (hereinafter referred to as "the Articles of Association") and its rules.
Chapter 2 Composition and Powers of the Board of Directors
Article 2
The Board of Directors consists of 7 directors, including 3 independent directors and 1 employee representative director. The Company has 1 chairman, and all directors are elected by the shareholders' meeting. The chairman is elected by a majority of the entire board.
Article 3
The Company's Securities Department serves as the working body of the Board of Directors, responsible for organizing and coordinating board meetings. Before the meeting, it arranges the agenda, prepares meeting documents, sends meeting materials, organizes the meeting, drafts the meeting resolution, and compiles meeting minutes. During the meeting, it is responsible for recording the minutes and assisting the chair in counting votes.
Article 4
The secretary of the board manages the Securities Department and keeps the board and related seals. The board secretary may designate securities representatives and other relevant personnel to assist in handling daily affairs.
Article 5
The Board of Directors shall exercise its powers within the scope stipulated by the Company Law and the Articles of Association.
Chapter 3 Convening of the Board of Directors
Article 6
Board meetings are divided into regular meetings and temporary meetings.
Article 7
The Board of Directors shall hold at least two regular meetings each year, convened by the chairman, with notice given at least 10 days prior to the meeting. The chairman shall convene a temporary board meeting within 10 days upon receiving a proposal under any of the following circumstances:
- When more than one-third of the directors jointly propose it;
- When proposed by the audit committee;
- When proposed by shareholders holding more than one-tenth of the voting shares;
- When proposed by more than half of the independent directors;
- When deemed necessary by the chairman;
- Other circumstances as stipulated by laws and regulations.
Article 8
To propose a temporary board meeting according to these rules, the proposer shall submit a written proposal signed (sealed) through the board secretary (Securities Department) or directly to the chairman. The written proposal must include the following:
- The name or title of the proposer;
- The reason for the proposal or the objective basis for the proposal;
- The time or deadline, location, and method for convening the meeting;
- Clear and specific proposals;
- Contact information of the proposer and the date of the proposal. The proposal content must fall within the powers of the board as stipulated in the Articles of Association, and relevant materials must be submitted together. Upon receiving the above written proposal and relevant materials, the board secretary (Securities Department) shall promptly forward them to the chairman. If the chairman finds the proposal unclear, non-specific, or the relevant materials insufficient, he may request the proposer to amend or supplement it. The chairman shall convene and preside over the board meeting within 10 days of receiving the proposal. If the proposer is the chairman, he shall issue a written proposal and submit it to the board secretary (Securities Department).