德才股份: 德才装饰股份有限公司累积投票制实施细则

Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the rights of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner, either concentrating votes on a single candidate or distributing them among multiple candidates [2][3] - The rules stipulate that cumulative voting must be implemented when a single shareholder or their concerted parties hold 30% or more of the shares, or when electing more than two independent directors [2][3] Section Summaries General Provisions - The cumulative voting system is defined as allowing shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [2] - The rules are established in accordance with the relevant regulations from the China Securities Regulatory Commission and the company's articles of association [1][2] Nomination of Director Candidates - The board of directors, audit committee, or shareholders holding more than 1% of the company's shares have the right to nominate director candidates [3] - Nominated individuals must provide detailed personal information and consent to the nomination [3][4] Voting and Election of Directors - The election process involves calculating cumulative votes and ensuring that independent and non-independent directors are elected separately to maintain the required ratio [4][5] - A candidate must receive more than half of the valid voting rights present at the meeting to be elected [5][6] - If the number of elected directors is less than required, a second round of voting will be held, and if necessary, a new shareholders' meeting will be convened within two months to fill the vacancies [5][6] Additional Provisions - The rules will be implemented after being approved by the shareholders' meeting, and the board of directors is responsible for interpretation and amendments [6]