中天服务: 累积投票制实施细则（2025年7月修订）

Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the rights of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates or concentrate them on a single candidate [1][2] - The rules specify that cumulative voting must be used when electing two or more directors, especially when a single shareholder or their concerted parties hold more than 30% of the shares [1][2] Chapter Summaries Chapter 1: General Provisions - The rules are established to improve corporate governance and ensure fair elections for directors, in accordance with relevant laws and regulations [1] - Cumulative voting grants shareholders voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [1][2] Chapter 2: Nomination of Director Candidates - The company must determine director candidates according to its articles of association, ensuring transparency and fairness in the election process [2] - If the number of candidates exceeds the number of positions, a differential election must be conducted [2] Chapter 3: Voting and Election of Directors - Prior to voting, the chairman must inform shareholders about the cumulative voting method, and appropriate ballots must be provided [3][4] - Voting can be conducted through an online system, and the election of independent and non-independent directors will be separated [3][4][5] - The election process requires that the total votes for each candidate must exceed half of the valid voting rights held by attending shareholders [5][6] Chapter 4: Supplementary Provisions - Any matters not covered by these rules will defer to relevant laws and regulations [7] - The rules will take effect upon approval by the shareholders' meeting and can be modified similarly [7]