I. Specifics of the Board Election and Candidate Nomination
In light of the upcoming expiration of the third board of directors' term on April 23, 2026, Zhejiang Hengwei Battery Co., Ltd. (hereinafter referred to as "the Company") intends to conduct an early election for the board of directors to meet the operational management and business development needs of the Company and ensure the normal operation of the board.
According to the Company Law, Securities Law, Shenzhen Stock Exchange GEM Listing Rules, and relevant regulations, the Company held the 14th meeting of the third board of directors on March 20, 2026, where it approved the proposals for the election of the board of directors and the nomination of candidates for the fourth board of directors. The fourth board will consist of seven directors, including three independent directors and one employee representative director.
The nomination committee of the third board reviewed the qualifications of the director candidates and agreed to nominate Mr. Wang Jianping, Ms. Wang Jianhong, and Mr. Wang Xiaoyang as non-independent directors, and Mr. Zhang Huizhong, Mr. Chen Xichang, and Mr. Ding Jian as independent directors. The resumes of the aforementioned candidates are attached. These proposals will be submitted to the shareholders' meeting for consideration.
The three independent director candidates have obtained independent director qualification certificates, and their qualifications and independence must be reviewed by the Shenzhen Stock Exchange before being submitted to the shareholders' meeting. The number of candidates for the fourth board complies with relevant laws and regulations, ensuring that independent directors constitute no less than one-third of the total board members.
The candidates guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or significant omissions. Mr. Zhang Huizhong and Mr. Ding Jian are both accounting professionals, and the number of directors concurrently serving as senior management and employee representative directors does not exceed half of the total number of directors. The nomination committee of the third board has expressed its review opinions on the qualifications of the independent director candidates.
The candidates for the fourth board must be submitted to the shareholders' meeting for consideration, and cumulative voting will be used for separate voting on non-independent and independent director candidates. The elected non-independent and independent directors will form the fourth board of directors together with the employee representative director Mr. Hu Minghua, who will be elected by the employee representative assembly. The term of the fourth board will be three years from the date of approval by the shareholders' meeting.
To ensure the normal functioning of the board, the current directors of the third board will continue to perform their duties until the new board is in place. The original term of the employee representative director Mr. Xu Yaoting was from September 15, 2025, until the expiration of the third board, while independent directors Mr. Yao Wuqiang and Mr. Wang Jinliang's original term was from April 24, 2023, until the expiration of the third board. After the completion of this election, these three directors will no longer serve on the new board.
Mr. Yao Wuqiang and Mr. Wang Jinliang did not hold shares in the Company during their tenure as independent directors, nor do they have any unfulfilled commitments. Mr. Xu Yaoting directly holds 170,000 shares of the Company, accounting for 0.17% of the total share capital, and will continue to fulfill his commitments made at the time of the Company's listing and comply with the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange regarding shareholding changes for departing directors and senior management. The Company expresses its heartfelt gratitude to all directors of the third board for their contributions during their tenure!