西大门: 累积投票制度实施细则

General Principles - The purpose of the cumulative voting system is to standardize the governance structure of Zhejiang Xidamen New Materials Co., Ltd. and protect the interests of minority investors [1] - Cumulative voting allows shareholders to allocate their voting rights across multiple candidates when electing more than two directors [1] Nomination of Director Candidates - Director candidates must meet the qualifications and conditions set forth in the Company Law and other relevant regulations [2] - Shareholders holding more than 1% of the company's shares have the right to nominate director candidates, and the nomination process involves a qualification review by the board's nomination committee [2][3] - Candidates must provide detailed personal information and a written commitment to accept the nomination and fulfill their duties if elected [3] Voting Principles of Cumulative Voting - Independent and non-independent directors are elected through separate voting processes [4] - Shareholders can accumulate their votes based on the number of shares held and the number of directors to be elected, with specific rules on how votes can be cast [5] Election Principles for Directors - The number and structure of elected directors must comply with the company's articles of association [6] - In a differential election, candidates receiving more than half of the valid votes are elected, and if the number of elected directors is less than required, a second round of elections may be held [6] Special Procedures for Cumulative Voting - The company must clearly state the use of cumulative voting in the notice for the shareholders' meeting [7] - The voting process must be explained to shareholders before the vote, and specific ballots must be prepared for cumulative voting [7] - Shareholders can vote in person or delegate their voting rights to others [7]