Rules of Procedure for Board of Directors Meetings
(Revised November 2025)
Chapter 1 General Provisions
Article 1 To further standardize the board of directors' meeting procedures and decision-making processes, enable directors and the board to effectively perform their duties, and improve the board's standardized operation and scientific decision-making level, 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" (hereinafter referred to as the "Securities Law"), the "Listing Rules of the Shenzhen Stock Exchange", and the "Articles of Association of Shanghai Welter Industrial Automation Co., Ltd." (hereinafter referred to as the "Articles of Association"), and other relevant regulations.
Article 2 The Board of Directors shall establish a Board Office to handle its daily affairs. The Secretary of the Board or the Securities Affairs Representative shall concurrently serve as the head of the Board Office and be responsible for safekeeping the Board's seal.
Chapter 2 Convening and Presiding
Article 3 Board meetings shall be divided into regular meetings and extraordinary meetings. The Board shall convene at least one regular meeting in each of the first and second halves of the year.
Article 4 An extraordinary meeting of the Board shall be convened under any of the following circumstances:
(1) Upon the proposal of shareholders representing more than 1/10 of the voting rights;
(2) Upon the joint proposal of more than 1/3 of the directors;
(3) Upon the proposal of the Audit Committee.
Article 5 Board meetings shall be convened and presided over by the Chairman. If the Chairman is unable to perform his duties or fails to perform his duties, the Vice Chairman shall convene and preside over the meeting. If the Vice Chairman is unable to perform his duties or fails to perform his duties, one director shall be elected by more than half of the directors to convene and preside over the meeting.
Chapter 3 Notice and Proposals
Article 6 Before issuing the notice of a regular board meeting, the Board Office shall fully solicit the opinions of all directors and, after initially forming the meeting proposals, submit them to the Chairman for formulation. Before formulating the proposals, the Chairman shall, as needed, solicit the opinions of the General Manager and other senior management personnel.
Article 7 Proposals to convene an extraordinary board meeting shall be submitted in writing, signed (stamped) by the proposer, to the Board Office or directly to the Chairman. The written proposal shall specify the following matters:
(1) The name or title of the proposer;
(2) The reasons for the proposal or the objective basis for the proposal;
(3) The time, duration, and method of the proposed meeting;
(4) The specific and clear proposal;
(5) The contact information of the proposer and the date of the proposal.
The content of the proposal shall fall within the scope of the Board's authority as stipulated in the Articles of Association, and relevant materials shall be submitted together with the proposal.
The Board Office shall forward the written proposal and relevant materials to the Chairman on the same day of receipt. If the Chairman believes that the proposal is unclear, not specific, or that the relevant materials are insufficient, he may request the proposer to revise or supplement it. The Chairman shall convene and preside over the board meeting within 10 days of receiving the proposal or the request from the securities regulatory department.
Article 8 For the convening of regular and extraordinary board meetings, the Board Office shall issue written meeting notices, stamped with the Board's seal, at least 10 days and 3 days in advance, respectively, through direct delivery, fax, email, or other means, to all directors, the General Manager, and the Secretary of the Board. If direct delivery is not used, confirmation shall be made by phone, and relevant records shall be kept. In urgent situations requiring the prompt convening of an extraordinary board meeting, meeting notices may be issued by phone or other oral means, but the convener shall provide an explanation at the meeting.