敏芯股份: 苏州敏芯微电子技术股份有限公司累积投票制度实施细则

Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Suzhou Minxin Microelectronics Technology Co., Ltd, ensuring that all shareholders can fully exercise their rights in electing directors and protecting the interests of minority shareholders [1][2] 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 their votes on one candidate or distribute them among multiple candidates [1][2] - The implementation details are based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange's rules [1][2] Group 2: Nomination of Directors - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for non-independent directors, while independent director candidates must comply with specific regulations [2][3] - Nominators must obtain consent from the nominees and ensure that all relevant information about the nominees is disclosed to shareholders before the voting [2][3] Group 3: Voting Principles - The voting process for electing directors must be clearly communicated to shareholders, and appropriate ballots for cumulative voting must be prepared [3][4] - Independent and non-independent directors will be elected through separate voting processes to ensure compliance with the company's articles of association [4] Group 4: Election Principles - Directors are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights held by attending shareholders [5] - In case of a tie in votes among candidates, specific procedures will be followed to resolve the situation, including re-elections if necessary [5] Group 5: Special Procedures - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting [6][7] - Shareholders can vote in person or authorize others to vote on their behalf, and online voting systems may also be utilized [6][7]