三友医疗: 公司累积投票制度实施细则

Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Shanghai Sanyou Medical Devices Co., Ltd. and protect the rights of shareholders, particularly minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner when electing multiple directors, ensuring a more democratic election process [1][2] Chapter 1: General Provisions - The cumulative voting system is defined as allowing shareholders to multiply their voting rights by the number of directors to be elected, enabling them to concentrate votes on one candidate or distribute them among several [1][2] - This system applies to the election or change of two or more directors, with the board required to indicate this in the notice for the shareholders' meeting [1][2] Chapter 2: Nomination of Director Candidates - Non-employee representative directors are nominated by the board, audit committee, or shareholders holding more than 1% of the company's issued shares, with independent directors needing to meet additional criteria [2][3] - Nominators must obtain consent from the nominees before proposing them [2][3] Chapter 3: Election and Voting of Directors - The meeting host must inform shareholders about the cumulative voting method before voting, and the board must prepare suitable ballots [3][4] - In cases of multiple rounds of elections, the cumulative voting totals must be recalculated for each round [3][4] Chapter 4: Election Results - Directors are elected based on their total votes, with a requirement that the votes exceed half of the total voting rights held by attending shareholders [5][6] - If fewer directors are elected than required, a second round of elections will be held if the number of elected directors falls below the legal minimum [5][6] Chapter 5: Supplementary Provisions - Any matters not covered by these implementation details will follow relevant national laws and the company's articles of association [6] - The board is responsible for interpreting and amending these implementation details, which take effect upon approval by the shareholders' meeting [6]