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中信博: 累积投票制实施细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-16 16:27
Core Points - The implementation rules for the cumulative voting system aim to protect the interests of minority shareholders and improve the corporate governance structure of Jiangsu CITIC Bo New Energy Technology Co., Ltd [1] - The cumulative voting system allows shareholders to allocate their voting rights when electing multiple directors, enabling them to concentrate votes on a single candidate or distribute them among several candidates [1][2] Summary by Sections Cumulative Voting System - The cumulative voting system is defined as a voting method where each shareholder's voting rights equal the product of their shares and the total number of directors to be elected [1] - Shareholders can choose to concentrate their votes on one candidate or distribute them among multiple candidates [1][2] Election Procedures - The election of independent and non-independent directors will be conducted separately to ensure compliance with the company's articles of association [2] - The voting rights for independent directors are calculated based on the number of shares held multiplied by the number of independent directors to be elected, and similarly for non-independent directors [2][3] Voting Methodology - Shareholders can cast their cumulative votes either separately or all at once for any director candidate [3] - If a shareholder's voting exceeds their cumulative voting rights, that portion of the vote will be considered invalid [3][4] Election Outcomes - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights present at the meeting [4] - If the number of candidates exceeds the number of positions, a second round of voting will be held if necessary [4] Legal Compliance - The implementation rules will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [5]
华之杰: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-16 11:19
Core Points - The article outlines the implementation details of the cumulative voting system for Suzhou Huazhi Jie Telecommunications Co., Ltd, aimed at improving corporate governance and protecting the interests of minority shareholders [2][3]. Group 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling them to concentrate their votes on specific candidates [2]. - 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 [2]. Group 2: Nomination of Director Candidates - Director candidates must comply with relevant laws and regulations, including the Company Law and Securities Law, as well as the company's articles of association [3]. Group 3: Voting and Election of Directors - Before voting, the meeting host must inform shareholders about the cumulative voting method, and appropriate ballots must be prepared [3][4]. - The election process includes calculating the cumulative voting rights and ensuring that independent and non-independent directors are elected separately to maintain the required ratio [5]. - The election results are determined based on the number of votes received, and if the number of elected directors is less than required, a second round of voting will be held [6].
科捷智能: 累积投票实施制度
Zheng Quan Zhi Xing· 2025-07-15 14:12
Core Points - The company has established a cumulative voting system to enhance its governance structure 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 board elections [1][3] - The system mandates that if a single shareholder or their concerted parties hold 30% or more of the shares, cumulative voting must be used to protect the interests of minority shareholders [1][2] Voting Process - Independent and non-independent directors must be elected separately to maintain the proportion of independent directors [2] - The company secretary is responsible for preparing the election ballots in accordance with the cumulative voting system [2] - Votes exceeding the actual voting rights held by a shareholder will be adjusted, and if a shareholder refuses to confirm their vote distribution, all votes will be considered invalid [2][3] Election Principles - Candidates must receive more than half of the total voting rights present to be elected as directors [3][4] - In case of a tie in votes among candidates, a re-election process will be initiated to ensure the correct number of directors is elected [4] - The chairperson of the meeting must explain the voting method and election principles to shareholders before voting [4][5] Term and Implementation - Directors elected through the cumulative voting system will not have staggered terms; any replacements will serve the remainder of the current term [5] - The system will take effect after being approved by the shareholders' meeting and will be implemented following the company's initial public offering [5]
思看科技: 累积投票制实施细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-15 11:14
思看科技(杭州)股份有限公司 二〇二五年七月 累积投票制实施细则 思看科技(杭州)股份有限公司 累积投票制实施细则 思看科技(杭州)股份有限公司 累积投票制实施细则 第二章 董事候选人的提名 第一章 总则 第一条 为进一步完善思看科技(杭州)股份有限公司(以下简称"公司")法 人治理结构,维护中小股东对公司重大事项的决策参与权,保护投资者的合法权益, 根据《中华人民共和国公司法》(以下简称"《公司法》")、《上市公司治理准则》《上 海证券交易所上市公司自律监管指引第 1 号——规范运作》等法律、法规、规范性文 件,以及《思看科技(杭州)股份有限公司章程》 (以下简称"《公司章程》")的有关 规定和要求,结合公司实际情况,特制定本实施细则。 第二条 本细则所称累积投票制,是指股东会在选举两名以上董事时采用的一种 投票方式,即股东会选举董事时,股东所持的每一股份拥有与该次股东会拟选举董事 总人数相等的投票权,股东拥有的投票权等于该股东持有股份数与应选董事总人数的 乘积。股东既可以用所有投票权集中投票选举一位候选董事,也可以分散投票给数位 候选董事。 第三条 本细则所称"董事"包括独立董事和非独立董事,由职工担任的 ...
芯原股份: 累积投票制实施细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 16:29
Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the interests of minority shareholders [1][5] - The cumulative voting system allows shareholders to allocate their voting rights among candidates for non-employee director positions, enabling concentrated voting for a single candidate or distributed voting among multiple candidates [2][3] Summary by Sections Cumulative Voting System - The cumulative voting system grants each share the same number of votes as the number of directors to be elected, allowing shareholders to concentrate their votes [1][2] - Independent directors must be elected separately from other board members, and the election of independent directors requires the use of the cumulative voting system [1][3] Voting Process - Shareholders holding more than 1% of voting shares can propose director candidates before the shareholder meeting [2] - The voting rights for independent and non-independent directors are calculated based on the number of shares held multiplied by the number of directors to be elected [6][7] Election Mechanism - Votes can be concentrated on one candidate or distributed among several, with specific rules for determining the elected candidates based on the total votes received [3][4] - If the total votes exceed the legal voting rights, the ballot will be deemed invalid, while any unused votes will be considered as waived [5] Implementation and Amendments - The rules will take effect upon approval by the shareholder meeting and can be amended by the board of directors, subject to shareholder approval [5][6]
东来技术: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-14 16:28
Core Points - The article outlines the implementation details for cumulative voting in the election of directors at Donglai Coating Technology (Shanghai) Co., Ltd, aimed at protecting the interests of minority shareholders and improving corporate governance [1][2][3] Group 1: Cumulative Voting System - Cumulative voting allows shareholders to allocate their voting rights across multiple candidates or concentrate them on a single candidate, with the total voting rights equal to the number of shares held multiplied by the number of directors to be elected [1][2] - The election of independent and non-independent directors will be conducted separately to ensure compliance with the company's articles of association [2] - The calculation of cumulative voting rights is based on the number of shares held multiplied by the number of directors to be elected, and this must be recalculated for each round of voting [2][4] Group 2: Voting Procedures - Shareholders can vote "for," "against," or "abstain," and must ensure that their total votes do not exceed their cumulative voting rights [2] - A candidate is elected if the number of "for" votes exceeds the combined total of "against" and "abstain" votes [2][4] - If the number of elected directors is less than required, a second round of voting will be held, and if necessary, a subsequent shareholders' meeting will be convened within two months to fill the vacancies [4]
聚石化学: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 16:24
Core Points - The article outlines the implementation details of the cumulative voting system for Guangdong Jushi Chemical Co., Ltd. to enhance corporate governance and regulate the election of directors [2][6] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of two or more directors, promoting fair representation [2][3] Section Summaries General Provisions - The cumulative voting system is defined as a method where each shareholder's voting rights equal the number of shares held multiplied by the number of directors to be elected [2] - The implementation details are based on relevant laws and the company's articles of association [2] Nomination of Director Candidates - Shareholders holding more than 1% of the company's shares can nominate director candidates, with separate voting for non-independent and independent directors [2][3] - Nominees must provide detailed personal information and commit to fulfilling their duties if elected [3] Voting and Election of Directors - The voting process must be clearly explained to shareholders, ensuring they understand how to exercise their voting rights [3][4] - Specific voting methods are outlined, including limits on the number of votes per shareholder and the consequences of exceeding those limits [4][5] - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights [5][6]
芯原股份: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-14 16:12
Meeting Overview - The shareholder meeting of Chip Original Microelectronics (Shanghai) Co., Ltd. is scheduled for July 30, 2025, at 14:00 [1] - The meeting will be held at Zhangjiang Building, 20th Floor, 560 Songtao Road, Zhangjiang Hi-Tech Park, Pudong New District, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - The online voting period is set for July 30, 2025, during trading hours: 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders can vote via the trading system or the internet voting platform, with identity verification required for first-time users [3][4] - Specific procedures for margin trading, transfer, and other related accounts must comply with relevant regulations [2] Agenda Items - The meeting will review several proposals, including the cancellation of the supervisory board and amendments to the company’s articles of association [2] - Cumulative voting will be used for the election of the third board of directors, including non-independent and independent directors [2][6] - The proposals have been approved by the company's second board of directors during their 23rd meeting [2] Attendance and Registration - Shareholders registered by the close of trading on July 23, 2025, are eligible to attend the meeting [5] - Registration requires valid identification and proof of shareholding, with specific documents outlined for both individual and institutional shareholders [8][9] Additional Services - The company will utilize a reminder service to notify shareholders about the meeting and voting details via smart messaging [4] - Shareholders are advised to arrive at least 30 minutes early for registration [9]
中天服务: 累积投票制实施细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-14 12:13
Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the rights of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates or concentrate them on a single candidate [1][2] - The rules specify that cumulative voting must be used when electing two or more directors, especially when a single shareholder or their concerted parties hold more than 30% of the shares [1][2] Chapter Summaries Chapter 1: General Provisions - The rules are established to improve corporate governance and ensure fair elections for directors, in accordance with relevant laws and regulations [1] - Cumulative voting grants shareholders voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [1][2] Chapter 2: Nomination of Director Candidates - The company must determine director candidates according to its articles of association, ensuring transparency and fairness in the election process [2] - If the number of candidates exceeds the number of positions, a differential election must be conducted [2] Chapter 3: Voting and Election of Directors - Prior to voting, the chairman must inform shareholders about the cumulative voting method, and appropriate ballots must be provided [3][4] - Voting can be conducted through an online system, and the election of independent and non-independent directors will be separated [3][4][5] - The election process requires that the total votes for each candidate must exceed half of the valid voting rights held by attending shareholders [5][6] Chapter 4: Supplementary Provisions - Any matters not covered by these rules will defer to relevant laws and regulations [7] - The rules will take effect upon approval by the shareholders' meeting and can be modified similarly [7]
日盈电子: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-14 09:18
江苏日盈电子股份有限公司 第一章 总则 第一条 为完善江苏日盈电子股份有限公司(以下简称"公司")法人治理 结构,建立公司董事选举程序制度,保证股东权力得到充分行使,根据《中华人 民共和国公司法》(以下简称"《公司法》")、《中华人民共和国证券法》(以 下简称"《证券法》")、《上市公司治理准则》以及公司章程的有关规定,制 订本实施细则。 第二条 本实施细则所称累积投票制,是指公司股东会在选举董事时,股东 所持的每一有效表决权股份拥有与该次股东会应选董事总人数相等的投票权,股 东拥有的投票权等于该股东持有股份数与应选董事总人数的乘积,并可以集中使 用,即股东可以用所有的投票权集中投票选举一位候选董事, 也可以将投票权 分散行使、投票给数位候选董事,最后按得票的多少决定当选董事。 第三条 本实施细则适用于选举或变更董事的议案。 第四条 本实施细则所称"董事"包括独立董事和非独立董事。 由职工代表担任的董事由公司职工民主选举产生或更换,不适用于本实施细 则的相关规定。 第二章 董事候选人的提名 第五条 公司董事会以及单独或者合并持有公司 1%以上股份的股东有权提 名非职工代表担任的董事候选人。独立董事与其他董事应 ...