赛伦生物: 赛伦生物：累积投票制实施细则（2025年7月）

Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the interests of minority shareholders in Shanghai Sailun Biotechnology Co., Ltd [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of multiple directors [1][2] - The rules specify the nomination process for director candidates, including qualifications and the requirement for written consent from nominees [6][9] Group 1: General Provisions - The cumulative voting system is defined as a voting method where shareholders can distribute their voting rights among multiple candidates during the election of two or more directors [1] - The implementation rules are established in accordance with relevant laws and regulations, including the Company Law and the Articles of Association of the company [1][2] - The rules apply specifically when electing or replacing two or more directors, excluding cases where only one director is elected or replaced [1][2] Group 2: Nomination of Director Candidates - The board's nomination committee is responsible for reviewing the qualifications of director candidates and presenting a list to the board for approval [6][7] - Shareholders holding more than 1% of voting shares can propose new candidates up to 10 days before the shareholders' meeting [7] - Investor protection organizations can request to act on behalf of shareholders to nominate independent directors [8] Group 3: Voting Process - The voting process must clearly inform shareholders about the cumulative voting method prior to the election [4][5] - Each shareholder's voting rights are calculated based on their shareholding multiplied by the number of directors to be elected [4][5] - The voting must be conducted in a manner that allows shareholders to either concentrate or distribute their votes among candidates [5] Group 4: Election of Directors - The results of the voting must be announced, and candidates are ranked based on the total votes received [6][7] - A candidate must receive more than half of the valid voting rights present at the meeting to be elected [6][7] - If there are ties in votes, a second round of voting may be conducted to determine the elected candidates [7][8] Group 5: Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant laws and the company's Articles of Association [8] - The rules will take effect upon approval by the shareholders' meeting [8] - The board of directors is responsible for interpreting these rules and any amendments must be approved by the shareholders [8]