General Provisions - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Hangzhou Jinghua Microelectronics Co., Ltd. and ensure the rights of shareholders in electing directors, particularly protecting the interests of minority shareholders [1][2] - 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 them to concentrate their votes on one candidate or distribute them among multiple candidates [1][2] Nomination of Director Candidates - Director candidates can be nominated by the board of directors or shareholders holding more than 1% of the company's issued shares, with independent directors needing to comply with specific regulations [3] - Nominees must provide detailed personal information and confirm their willingness to be nominated, ensuring transparency and accountability [3][4] Election and Voting of Directors - The voting process requires clear communication to shareholders about the cumulative voting method, with the board preparing appropriate ballots and providing explanations to ensure correct voting [5][6] - In cases of multiple rounds of elections, the cumulative voting totals must be recalculated for each round, and any discrepancies must be corrected immediately [5][6] Election Results and Procedures - Directors are elected based on their total votes, with a requirement that the votes exceed half of the total voting rights held by attending shareholders [6][7] - If the number of elected directors is less than required, a second round of elections will be held, or a new meeting will be convened within two months to fill the vacancies [6][7] Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [7] - The board of directors is responsible for formulating, revising, and interpreting these rules, which take effect upon approval by the shareholders' meeting [7]
晶华微: 晶华微累积投票制度实施细则