Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Nanjing Mailland Medical Technology Co., Ltd. and protect the rights of shareholders, especially minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of two or more directors, ensuring a fairer election process [1][2] - The rules specify that the election of directors must comply with the company's articles of association and relevant laws, and the term of directors elected through this system will not overlap with other terms [2][3] Summary by Sections General Provisions - The cumulative voting system is defined as allowing shareholders to cast their votes based on the total number of shares they hold multiplied by the number of directors to be elected [1] - This system applies when two or more directors are to be elected, and the board must indicate this in the notice for the shareholders' meeting [1][2] Nomination of Director Candidates - Director candidates can be nominated by the board or shareholders holding more than 3% of voting shares, and nominees must provide detailed personal information [2][3] - Nominees must agree to their nomination and commit to fulfilling their duties if elected [3] Election and Voting of Directors - The shareholders' meeting must clearly communicate the cumulative voting method before voting begins, and the board must prepare appropriate ballots [3][4] - Voting rights must be allocated separately for independent and non-independent directors, ensuring no cross-use of votes [4] Election Results - Directors are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights present at the meeting [5] - If the number of elected directors is less than required, a second round of voting will occur, or a new meeting will be called if necessary [5][6] Miscellaneous Provisions - Any situations not covered by these rules will be resolved according to relevant laws and the company's articles of association [6] - The board is responsible for interpreting and amending these implementation details, which take effect upon approval by the shareholders' meeting [6]
麦澜德: 《股东会累积投票制实施细则》(2025年8月)