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芯原股份: 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 interests of minority shareholders [1][5] - The cumulative voting system allows shareholders to allocate their voting rights among candidates for non-employee director positions, enabling concentrated voting for a single candidate or distributed voting among multiple candidates [2][3] Summary by Sections Cumulative Voting System - The cumulative voting system grants each share the same number of votes as the number of directors to be elected, allowing shareholders to concentrate their votes [1][2] - Independent directors must be elected separately from other board members, and the election of independent directors requires the use of the cumulative voting system [1][3] Voting Process - Shareholders holding more than 1% of voting shares can propose director candidates before the shareholder meeting [2] - The voting rights for independent and non-independent directors are calculated based on the number of shares held multiplied by the number of directors to be elected [6][7] Election Mechanism - Votes can be concentrated on one candidate or distributed among several, with specific rules for determining the elected candidates based on the total votes received [3][4] - If the total votes exceed the legal voting rights, the ballot will be deemed invalid, while any unused votes will be considered as waived [5] Implementation and Amendments - The rules will take effect upon approval by the shareholder meeting and can be amended by the board of directors, subject to shareholder approval [5][6]