国药现代: 累积投票制实施细则

General Provisions - The company aims to improve its governance system and protect the interests of minority shareholders through the implementation of a cumulative voting system [2][3] - The cumulative voting system allows shareholders to allocate their voting rights based on the number of directors to be elected, enabling them to concentrate votes on one candidate or distribute them among several [3] Director Election and Voting - The cumulative voting system must be clearly stated in the notice of the shareholders' meeting, and the board must provide suitable ballots for this voting method [4] - Independent and non-independent directors are elected through separate voting processes, with specific calculations for the number of votes based on the number of candidates [4][5] - The total votes for each shareholder are calculated based on their voting rights multiplied by the number of directors to be elected [4] Election of Directors - The election results are determined by the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights present at the meeting [5] - In case of a tie in votes among candidates, a second round of voting is required to determine the elected directors [5] - If the number of elected directors is less than required, a second round of voting will be held, and if that fails, another shareholders' meeting will be convened within two months to fill the vacancies [5] Supplementary Provisions - The rules specify that terms such as "more than" and "less than" do not include the specified number, while "above" includes the number [6] - In case of conflict between these rules and national laws or the company's articles of association, the latter will prevail [6] - The board of directors is responsible for interpreting and revising these rules, which will take effect after approval by the shareholders' meeting [6]