Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Aorite Pharmaceutical Co., Ltd, aiming to enhance corporate governance and ensure shareholders can fully exercise their rights [1][2]. Chapter 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the total number of directors to be elected, enabling them to concentrate or distribute their votes among candidates [1][2]. Chapter 2: Nomination of Director Candidates - The board of directors, audit committee, or shareholders holding more than 1% of voting shares can nominate candidates for non-employee representative directors, including independent directors [2][3]. - Nominators must obtain consent from the nominees and ensure that nominees provide detailed personal information and commit to fulfilling their duties if elected [3][4]. Chapter 3: Voting for Director Candidates - The voting process for directors will be clearly explained to shareholders, and separate voting will be conducted for independent and non-independent directors [3][4]. - The cumulative voting method calculates the total votes based on the number of shares held multiplied by the number of directors to be elected [5][6]. Chapter 4: Election of Directors - The election results will be announced after counting the votes, and a candidate must receive more than half of the total voting rights held by attending shareholders to be elected [6][7]. - If there are ties in votes, a second round of voting will be conducted to determine the elected candidates [6][7]. Chapter 5: Supplementary Provisions - Any matters not covered by these rules will be governed by relevant national laws and regulations, and the rules will take effect upon approval by the shareholders' meeting [7].
奥锐特: 奥锐特药业股份有限公司累积投票制实施细则(2025年8月修订)