永兴股份: 永兴股份累积投票制实施细则

Core Viewpoint - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Guangzhou HuanTou Yongxing Group Co., Ltd., ensuring that all shareholders can fully exercise their rights and protect the interests of minority shareholders [1]. Group 1: General Principles - The cumulative voting system allows shareholders to have voting rights equal to the number of directors to be elected, enabling them to concentrate or distribute their votes among candidates [1]. - The term "directors" includes both independent and non-independent directors, excluding employee representatives [1]. Group 2: Election and Replacement of Directors - The cumulative voting system must be implemented when electing or replacing directors, except when only one director is being elected or replaced [2]. - Non-independent directors, independent directors, and eligible shareholders can solicit voting rights from other shareholders to vote on director elections [2]. Group 3: Nomination of Director Candidates - Director candidates can be proposed by the current board or shareholders holding more than 1% of shares [2]. - Independent director candidates must be nominated without conflicts of interest and require the nominee's consent before nomination [2][3]. - The board must review the qualifications of nominated candidates and submit them for shareholder voting [2][4]. Group 4: Voting Principles - The voting process for independent and non-independent directors is conducted separately, with shareholders' voting rights calculated based on their shareholdings [5]. - The cumulative voting method allows shareholders to allocate their votes either collectively or individually among candidates [5][6]. Group 5: Election of Directors - For equal elections, a candidate is elected if they receive more than half of the votes from shareholders [6]. - In differential elections, candidates must also receive more than half of the votes to be elected, with provisions for re-elections if necessary [7]. Group 6: Miscellaneous Provisions - The terms used in these implementation details align with those defined in the company's articles of association [8]. - Any matters not covered by these details will be governed by national laws and regulations, as well as the company's articles of association [8].