Rules of Procedure for Board Meetings (Revised July 2024)

Rules of Procedure for Board Meetings (Revised July 2024)

Article 1 Purpose

To standardize the board's meeting procedures and decision-making processes, facilitate effective performance of duties by directors and the board, and improve the level of standardized operations and scientific decision-making, these rules are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Articles of Association of Baoli New Energy Technology Co., Ltd.

Article 2 Board Office

The board office is established under the board of directors to handle daily affairs. The board secretary is the head of the board office and is responsible for the custody of the board seal.

Article 3 Regular Meetings

Board meetings are divided into regular and temporary meetings. The board shall hold at least two regular meetings each year, convened by the chairman, with written notice provided to all directors and supervisors at least ten days prior to the meeting.

Article 4 Proposals for Regular Meetings

Before issuing the notice for a regular board meeting, the board office shall fully solicit opinions from all directors to preliminarily form meeting proposals, which shall then be submitted to the chairman for drafting. The chairman may consult the general manager and other senior management as needed before drafting the proposals.

Article 5 Temporary Meetings

A temporary meeting shall be convened under the following circumstances:

1. When proposed by shareholders representing more than one-tenth of the voting rights;
2. When proposed by more than one-third of the directors;
3. When proposed by the supervisory board;
4. When deemed necessary by the chairman;
5. When proposed by the general manager;
6. Other circumstances as stipulated in the company's Articles of Association.

Article 6 Proposal Procedures for Temporary Meetings

Proposals for convening a temporary board meeting shall be submitted in writing, signed (or sealed) by the proposer, either through the board office or directly to the chairman. The written proposal must include:

1. The name or title of the proposer;
2. The reasons for the proposal or the objective basis for the proposal;
3. The time, location, and method for the meeting;
4. Clear and specific proposals;
5. Contact information and date of the proposal.

The proposal content must fall within the authority of the board as stipulated in the company's Articles of Association, and relevant materials must be submitted together. The board office shall forward the written proposal and related materials to the chairman on the same day of receipt. If the chairman finds the proposal unclear or the materials insufficient, they may request the proposer to amend or supplement it. The chairman shall convene and preside over the board meeting within ten days of receiving the proposal.

Article 7 Convening and Presiding Over Meetings

Board meetings shall be convened and presided over by the chairman; if the chairman is unable to perform their duties, a director elected by a majority of the directors shall convene and preside over the meeting.

Article 8 Meeting Notices

For regular board meetings, the board office shall submit written meeting notices to all directors, supervisors, the general manager, and the board secretary at least ten days in advance. For temporary meetings, notices must be submitted at least five days in advance. Notices may be delivered directly, by fax, email, or other means.

In urgent situations requiring a temporary meeting, notices may be issued at any time via telephone or other verbal means, but the convenor must provide an explanation at the meeting.

Article 9 Content of Meeting Notices

Written meeting notices must include at least the following:

1. The time and location of the meeting;
2. The method of convening the meeting;
3. The matters to be discussed (meeting proposals);
4. The convenor and presider of the meeting, as well as the proposer of the temporary meeting and their written proposal;
5. Necessary materials for directors' voting;
6. Requirements for directors to attend in person or to authorize other directors to attend on their behalf;
7. Contact person and contact information.