累积投票制
Search documents
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]
中欣氟材: 累计投票制度实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-18 13:12
Core Points - The article outlines the implementation details of the cumulative voting system for Zhejiang Zhongxin Fluorine Material Co., Ltd, aimed at enhancing corporate governance and protecting minority shareholders' interests [1][2][3] Group 1: General Provisions - The cumulative voting system allows each share to have voting rights equal to the number of directors to be elected, enabling shareholders to concentrate their votes on one candidate or distribute them among several [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [1][2] Group 2: Nomination of Director Candidates - Shareholders holding at least 1% of the voting shares can propose director candidates before the shareholders' meeting [2] - Nominated candidates must self-check their qualifications and provide written confirmation of their eligibility [2][3] - The board of directors will review the qualifications of the nominated candidates, ensuring compliance with legal and regulatory requirements [2][3] Group 3: Voting and Election of Directors - Independent and non-independent directors will be elected through separate voting processes [3][4] - Shareholders can allocate their voting rights to one or multiple candidates, with the total votes cast not exceeding their cumulative voting rights [3][4] - Candidates are ranked based on the total votes received, with those receiving the highest votes being elected [4][5] Group 4: Special Procedures for Cumulative Voting - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting [5] - Detailed instructions on the voting process and ballot completion must be provided to shareholders prior to the election [5] - Shareholders can vote in person or authorize others to vote on their behalf [5]
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]