超卓航科: 《累积投票制实施细则》（2025年6月）

Core Points - The article outlines the implementation details of the cumulative voting system for Hubei Chaozhuo Aviation Technology Co., Ltd, aimed at enhancing corporate governance and ensuring shareholders' rights are fully exercised [1][2][3] Group 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling concentrated or distributed voting [1][2] - This system applies to the election or change of two or more directors, including both independent and non-independent directors [2] Group 2: Nomination of Directors - Non-independent directors can be nominated by the board or shareholders holding more than 1% of voting shares, after obtaining the nominee's consent and reviewing their qualifications [2][3] - Independent directors can be nominated similarly, with the requirement that the nomination committee verifies the nominee's qualifications [2][3] - Shareholders holding over 1% of voting shares must submit their nominations at least 10 days before the shareholders' meeting [2][3] Group 3: Voting and Election of Directors - The election process involves calculating the cumulative votes, ensuring that independent and non-independent directors are elected separately to maintain the required ratio [4][5] - The number of elected directors must comply with the company's articles of association, and candidates must receive more than half of the valid votes to be elected [5][6] - If the number of elected candidates exceeds the required number, those with the highest votes will be elected, and if not enough candidates are elected, a second round of voting will occur [5][6] Group 4: Additional Provisions - The article specifies that the provisions not covered will follow national laws and regulations, and any inconsistencies with the company's articles will be resolved in favor of legal regulations [6][7] - The rules will take effect upon approval by the shareholders' meeting and can be revised by the board for shareholder approval [7]