累积投票制
Search documents
赛伦生物: 赛伦生物:累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-24 16:33
Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect the interests of minority shareholders in Shanghai Sailun Biotechnology Co., Ltd [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of multiple directors [1][2] - The rules specify the nomination process for director candidates, including qualifications and the requirement for written consent from nominees [6][9] Group 1: General Provisions - The cumulative voting system is defined as a voting method where shareholders can distribute their voting rights among multiple candidates during the election of two or more directors [1] - The implementation rules are established in accordance with relevant laws and regulations, including the Company Law and the Articles of Association of the company [1][2] - The rules apply specifically when electing or replacing two or more directors, excluding cases where only one director is elected or replaced [1][2] Group 2: Nomination of Director Candidates - The board's nomination committee is responsible for reviewing the qualifications of director candidates and presenting a list to the board for approval [6][7] - Shareholders holding more than 1% of voting shares can propose new candidates up to 10 days before the shareholders' meeting [7] - Investor protection organizations can request to act on behalf of shareholders to nominate independent directors [8] Group 3: Voting Process - The voting process must clearly inform shareholders about the cumulative voting method prior to the election [4][5] - Each shareholder's voting rights are calculated based on their shareholding multiplied by the number of directors to be elected [4][5] - The voting must be conducted in a manner that allows shareholders to either concentrate or distribute their votes among candidates [5] Group 4: Election of Directors - The results of the voting must be announced, and candidates are ranked based on the total votes received [6][7] - A candidate must receive more than half of the valid voting rights present at the meeting to be elected [6][7] - If there are ties in votes, a second round of voting may be conducted to determine the elected candidates [7][8] Group 5: Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant laws and the company's Articles of Association [8] - The rules will take effect upon approval by the shareholders' meeting [8] - The board of directors is responsible for interpreting these rules and any amendments must be approved by the shareholders [8]
瑞华泰: 深圳瑞华泰薄膜科技股份有限公司累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-07-24 16:20
Group 1 - The company has established detailed rules for the implementation of a cumulative voting system to enhance corporate governance and protect the rights of minority shareholders [2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner, enabling them to concentrate votes on specific candidates [2][5] - The election of directors will follow the principles outlined in the company's articles of association, ensuring transparency and fairness in the nomination process [2][5] Group 2 - The rules specify that if the number of candidates exceeds the number of positions available, a differential election will be conducted [2] - The voting process requires that the total votes cast for any candidate must exceed half of the voting rights held by attending shareholders for the candidate to be elected [2][5] - In the event of a tie in votes among candidates, a re-election will be conducted following the same cumulative voting system [2][5]
振德医疗: 振德医疗累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-23 16:23
Core Points - The article outlines the implementation rules for cumulative voting at the shareholders' meeting of ZhenDe Medical Supplies Co., Ltd, aimed at protecting the interests of minority shareholders and improving corporate governance [1][2] - Cumulative voting allows shareholders to allocate their voting rights in a flexible manner, enabling them to concentrate votes on specific candidates [1][2] - The rules specify the nomination process for board candidates, including requirements for personal information and qualifications [2][3] Group 1 - The cumulative voting system grants each shareholder a number of votes equal to the number of shares held multiplied by the number of directors to be elected [1][2] - The rules state that cumulative voting must be used when electing or replacing two or more directors, while it is optional for single director elections [2][3] - Candidates for the board must provide detailed personal information and commit to fulfilling their duties if elected [3][4] Group 2 - The voting process for cumulative voting is defined, including how votes are calculated and the requirement for a majority to elect directors [4][5] - In cases where candidates receive the same number of votes, a second round of voting will be conducted to determine the elected directors [5] - The implementation rules can be revised by the board of directors based on legal requirements and company circumstances, and they take effect upon approval by the shareholders' meeting [5]
骄成超声: 累积投票制实施细则(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-23 16:14
上海骄成超声波技术股份有限公司 累积投票制实施细则 第一章 总则 第一条 为了进一步完善上海骄成超声波技术股份有限公司(以下简称"公 司")的法人治理结构,规范公司董事的选举行为,切实保障股东选举公司董事 的权利,维护中小股东利益,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》等相关法律法规、规范性文件以及《上海骄成超声 波技术股份有限公司章程》 (以下简称《公司章程》)的规定,特制定本实施细则。 第二条 本实施细则所称累积投票制,是指公司召开股东会选举两名以上董 事时采用的一种投票方式。即公司股东会选举董事时,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数,股东拥有的投票权数 等于该股东持有股份数与应选董事总人数的乘积。股东既可以用所有的投票权数 集中投票选举一位候选董事,也可以将其拥有的投票权分散投票给数位候选董事, 最后按得票多少依次决定当选董事。 第三条 股东会选举产生的董事人数及结构应符合《公司章程》的规定。 第四条 本实施细则所称董事包括独立董事和非独立董事。 本实施细则中所称"董事"特指由股东会选举产生的董事,由职工代表担任 的董事由公司职 ...
秦川物联: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-23 14:18
Core Points - The implementation rules for cumulative voting are established to regulate the corporate governance structure of Chengdu Qinchuan Internet of Things Technology Co., Ltd. and to standardize the election of non-employee representative directors [1] - The rules apply to the election of both independent and non-independent directors, allowing shareholders to allocate their voting rights freely among candidates [1][2] - The election of directors must comply with the provisions of the company's articles of association and the Company Law, with specific voting procedures outlined for independent and non-independent directors [2][3] Summary by Sections - **Voting Rights and Allocation**: Shareholders can distribute their voting rights among one or multiple candidates, but the total number of directors voted for cannot exceed the number of directors to be elected [1][2] - **Election Principles**: Directors must receive more than half of the valid voting rights held by attending shareholders to be elected. If the number of elected directors is less than required, a second round of voting or a subsequent shareholders' meeting will be held [2][3] - **Multiple Rounds of Voting**: In case of multiple rounds of elections, the cumulative voting rights will be recalculated for each round, and the results will be announced immediately after voting concludes [3]
韩总统高级顾问主张分阶段推进库存股强制注销改革
news flash· 2025-07-22 06:00
金十数据7月22日讯,韩国总统高级政策顾问李汉柱近日表示,韩国总统李在明力推的上市公司库存股 回购注销计划虽将改善公司治理,但需分阶段实施以避免市场震荡。该提案是李在明及其执政党共同民 主党(目前掌握国会多数席位)为提振被低估的韩国股市所提出的一系列改革举措之一。担任国务规划 委员会主席的李汉柱在接受采访时强调:"减少库存股是正确的方向,但必须循序渐进推进。若强制要 求企业立即注销所有库存股,势必引发市场恐慌。"李汉柱表示,分阶段实施库存股改革能使企业和投 资者逐步适应,同时配合累积投票制等配套措施推进。 韩总统高级顾问主张分阶段推进库存股强制注销改革 ...
德联集团: 累积投票实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-21 11:35
广东德联集团股份有限公司 累积投票实施细则 第一章 总 则 第一条 为进一步完善公司法人治理结构,规范公司董事的选举,切实保证所有股东 充分行使选择董事的权利,维护中小股东利益,根据《中华人民共和国公司法》(以下简称 "《公司法》")等法律、法规和规范性文件以及《广东德联集团股份有限公司章程》(以 下简称"《公司章程》")的有关规定,特制定本细则。 第二条 本细则所称累积投票制,是指公司股东会在选举董事(含独立董事、不含职 工代表董事)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 本细则适用于选举或变更董事的议案。 公司根据《公司章程》的规定或者股东会的决议实行累积投票制的,在股东会上拟选举 两名以上董事时,董事会应在召开股东会通知中,表明该次董事的选举采用累积投票制。 第四条 本细则所称"董事"包括独立董事和非独立董事,不包括职工代表董事。由 职工代表担任的董事由公 ...
华谊集团: 2025年第三次临时股东大会资料
Zheng Quan Zhi Xing· 2025-07-21 10:36
Core Points - The company is holding its third extraordinary general meeting of shareholders on July 31, 2025, to discuss the revision of the Articles of Association and the cancellation of the supervisory board [1][2] - The meeting will ensure the protection of shareholders' rights and maintain order and efficiency during the proceedings [1][2] - The proposed changes include the abolition of the supervisory board, with its functions being transferred to the audit committee of the board of directors [3][5] Meeting Procedures - A secretariat will be established to manage the meeting logistics, and shareholders must register to speak 15 minutes before the meeting [2] - Each shareholder will have a speaking time limit of two minutes, and the order of speaking will be based on the number of shares held [2] - Legal witnesses will oversee the voting process to ensure compliance with legal procedures [2] Proposed Amendments - The amendments to the Articles of Association are in accordance with the new Company Law and related regulations, which will take effect on July 1, 2024 [3] - The revisions aim to enhance the governance structure by removing the supervisory board and updating the rules for shareholder and board meetings [3][5] - The company will also authorize the board secretary to handle all necessary applications and filings related to these amendments [5] Company Structure - The company’s registered capital is RMB 2,122,831,280, and it operates under the principles of fairness and transparency in its share issuance [5][10] - The company is committed to maintaining the rights and interests of shareholders, employees, and creditors [5][10] - The governance structure includes a board of directors and an audit committee, which will now assume the responsibilities previously held by the supervisory board [3][5]
朗科科技: 累积投票实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 16:26
Core Points - The implementation rules for cumulative voting are established to enhance the corporate governance structure of Shenzhen Langke Technology Co., Ltd, ensuring that all shareholders can fully exercise their rights [1][4] - Cumulative voting allows shareholders to allocate their votes among candidates for the board of directors, with each share providing a number of votes equal to the number of directors to be elected [1][2] Summary by Sections Cumulative Voting System - Cumulative voting is defined as a system where each shareholder has votes equal to the number of shares held multiplied by the number of directors to be elected, allowing for concentrated or distributed voting [1][2] - The rules specify that the election of directors must comply with the company's articles of association [1][3] Voting Procedures - When electing two or more directors, cumulative voting must be used, and this must be clearly stated in the notice of the shareholders' meeting [2] - The voting process includes specific calculations for the cumulative votes and separate voting for independent and non-independent directors to ensure compliance with the company's articles [2][3] Election Principles - Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the total shares held by attending shareholders [3] - If the required number of directors is not elected, a second round of voting will occur, and if still unresolved, a new shareholders' meeting must be convened within two months [3][4] Implementation and Interpretation - The board of directors is responsible for interpreting these rules, which take effect upon approval by the shareholders' meeting [4]
仙乐健康: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 16:20
General Principles - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Xianle Health Technology Co., Ltd, ensuring that all shareholders can fully exercise their rights and protect the interests of minority shareholders [1][2] - Cumulative voting allows shareholders to allocate their voting rights in a flexible manner when electing multiple directors, enabling them to concentrate votes on a single candidate or distribute them among several [1][2] Director Nomination - The current board of directors has the authority to nominate candidates for non-independent directors during board elections or replacements, while shareholders holding more than 1% of shares can propose independent director candidates [2][3] - The number of candidates nominated by the board or shareholders cannot exceed 150% of the number of directors to be elected [3] Voting Process - The cumulative voting system must be explicitly stated in the notice of the shareholders' meeting, and the chairman must inform shareholders about the voting method before the vote [4][5] - The voting tickets for cumulative voting will only include "approval votes," with no options for "disapproval" or "abstention" [5][6] Election of Directors - Directors are elected based on the approval votes exceeding half of the valid voting rights held by attending shareholders [7][8] - If the number of elected directors exceeds the required number, a new election will be held to fill the remaining vacancies [8]