和元生物: 《累积投票制实施细则》（2025年6月修订）

General Principles - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of He Yuan Biotechnology (Shanghai) Co., Ltd. and ensure that all shareholders can fully exercise their rights in electing directors, particularly protecting the interests of minority shareholders [2][4] - The cumulative voting system allows shareholders to have voting rights equal to the product of their shares and the total number of directors to be elected, enabling them to concentrate votes on one candidate or distribute them among several candidates [2][6] Nomination of Director Candidates - Non-employee representative director candidates can be nominated by the board or shareholders holding more than 1% of shares for over 90 days, with a limit on the number of candidates nominated [4][5] - Employee representative director candidates are elected through democratic processes by company employees [4][5] Voting Principles - Each shareholder's voting rights during the election of directors are calculated based on their shareholding and the number of directors to be elected [6][7] - Shareholders can choose to concentrate their votes on specific candidates or distribute them among all candidates, but cannot exceed the number of candidates to be elected [6][7] Election of Directors - Directors are elected based on the total votes received, with a requirement that the votes must exceed half of the total voting rights held by attending shareholders [9][10] - In cases of tied votes among candidates, specific procedures are outlined for resolving the tie and ensuring that the board remains compliant with legal requirements [9][10] Special Procedures for Cumulative Voting - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting and provide detailed voting instructions [11][12] - Shareholders can vote in person or authorize others to vote on their behalf, and online voting systems may also be utilized [11][12]