欧菲光: 股东会累积投票制实施细则（2025年7月）

Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at O-Film Group Co., Ltd, aiming to enhance corporate governance and ensure shareholders can fully exercise their rights [1][5] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates during the election of two or more directors [2][3] - Specific conditions under which the cumulative voting system must be adopted are detailed, including legal requirements and prior resolutions from shareholder meetings [1][2] Summary by Sections Cumulative Voting System - The cumulative voting system is defined as allowing shareholders to multiply their voting rights by the number of directors to be elected, enabling them to concentrate votes on one candidate or distribute them [1][2] - The system is mandatory under certain conditions, such as legal requirements or company charter stipulations [1][2] Election Procedures - When electing independent and non-independent directors, the voting rights are calculated separately to ensure compliance with regulations [1][2] - In cases of multiple rounds of elections, the voting rights must be recalculated based on the number of directors to be elected in each round [2] Voting Validity and Results - Votes exceeding the legal voting rights are deemed invalid, and the meeting host must clarify voting procedures to ensure fairness [3] - Directors are elected based on receiving more than half of the voting rights from attending shareholders [3][4] Tie Situations and Re-elections - In the event of a tie where multiple candidates receive equal votes, a second round of voting is required to determine the elected candidates [4] - If the number of elected directors falls below the required threshold, additional elections must be held within a specified timeframe [4][5] Implementation and Amendments - The implementation details are subject to legal and regulatory compliance, and any amendments must be proposed by the board and approved by the shareholders [5]