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大中矿业: 累积投票制度实施细则

Core Points - The article outlines the implementation rules for the cumulative voting system in the election of directors at Dazhong Mining Co., Ltd, aimed at improving corporate governance and protecting minority shareholders' interests [2][4][9] Group 1: General Provisions - The implementation rules are established to enhance the corporate governance structure of Dazhong Mining Co., Ltd and to protect the interests of minority shareholders [2] - The cumulative voting system allows shareholders to allocate their voting rights among multiple director candidates, with the total voting rights equal to the number of shares held multiplied by the number of directors to be elected [2][3] Group 2: Nomination of Director Candidates - Shareholders holding more than 1% of voting shares have the right to propose director candidates, and investor protection organizations can request to act on behalf of shareholders to nominate independent directors [4] - Detailed information about director candidates must be disclosed in the shareholder meeting notice, including educational background, work experience, and any relationships with the company [4][5] Group 3: Voting and Election of Directors - The voting for independent and non-independent directors must be conducted separately to ensure compliance with the company's articles of association regarding the proportion of independent directors [6][8] - The election process includes specific steps for shareholders to cast their votes, ensuring that the total votes do not exceed the number of shares held [7][8] Group 4: Election Rules - Directors are elected based on a majority vote, with the requirement that the votes must exceed half of the shares held by attending shareholders [8] - If the number of elected directors does not meet the legal minimum or the company's requirements, a second round of voting will be conducted [8][9] Group 5: Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [9] - The board of directors is responsible for interpreting these rules, which take effect upon approval by the board [9]