FENGYUAN(SZ:002805) Zheng Quan Zhi Xing·2025-05-16 13:30Core Viewpoint - The implementation details of the cumulative voting system for Shandong Fengyuan Chemical Co., Ltd. aim to enhance corporate governance and ensure shareholders can fully exercise their rights [1][2]. Group 1: General Principles - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling concentrated or distributed voting [1][4]. - The system applies when electing two or more directors, including both independent and non-independent directors [2][3]. - Directors elected through this system do not have staggered terms; any replacements during the term will serve the remainder of the current term [2] Group 2: Nomination of Directors - The nomination process for directors involves the current board or shareholders holding over 1% of shares proposing candidates, which are then reviewed by the board's nomination committee [6][7]. - Independent director candidates must meet specific qualifications and provide a public statement regarding their independence from the company [3][6]. - Candidates must submit detailed personal information and a commitment to fulfill their duties if elected [3][6]. Group 3: Voting Principles - Each shareholder's voting power is calculated based on their shares multiplied by the number of directors to be elected, allowing for concentrated voting on specific candidates [4][5]. - Voting must not exceed the number of candidates to be elected, and any excess votes will be deemed invalid [5][6]. - Independent and non-independent directors are elected separately to maintain the required proportion of independent directors [6][7]. Group 4: Election of Directors - Directors are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights present at the meeting [6][7]. - In cases of tied votes among candidates, a re-election process will be initiated to determine the successful candidates [6][7]. - If fewer directors are elected than required, a subsequent election will be held to fill the vacancies [6][7]. Group 5: Special Procedures - The cumulative voting method must be clearly stated in the notice for the shareholders' meeting [7][8]. - Shareholders can vote in person or delegate their voting rights to others, including through an online voting system [7][8]. - The company is responsible for ensuring that the voting process adheres to the established guidelines and legal requirements [7][8].