浙江力诺: 累积投票制实施细则（2025年6月）

Core Points - The implementation rules for the cumulative voting system aim to protect the interests of minority shareholders and regulate the company's governance structure [1] - The cumulative voting system allows shareholders to concentrate their voting rights on a single candidate or distribute them among multiple candidates during the election of directors [1][2] - The rules specify that the cumulative voting system is mandatory when a single shareholder or their concerted actors hold more than 30% of the voting shares during the election of two or more directors [2] Chapter Summaries Chapter 1: General Principles - The cumulative voting system grants each shareholder voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [1] - The term "directors" includes both independent and non-independent directors, with specific provisions for employee representatives [1][2] Chapter 2: Nomination of Directors - Director candidates must meet the qualifications set forth in relevant laws and regulations, typically nominated by the board of directors [8] - Candidates must provide written consent and personal information before the shareholder meeting [3][9] Chapter 3: Voting Principles of Cumulative Voting - The voting process must be clearly communicated to shareholders, and appropriate ballots must be prepared [13][22] - Separate voting is required for independent and non-independent directors [14] Chapter 4: Principles for Election of Directors - Directors are elected based on the number of votes received, requiring a majority of valid voting rights [17] - In case of a tie, specific procedures are outlined for re-election [19][20] Chapter 5: Special Procedures for Cumulative Voting - The use of cumulative voting must be explicitly stated in the notice for the shareholder meeting [21] - Shareholders can vote in person or delegate their voting rights to others [23][24] Chapter 6: Supplementary Provisions - Any matters not covered by these rules will follow national laws and the company's articles of association [24] - The board of directors is responsible for interpreting these rules [25]