累积投票制
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冰山冷热: 累积投票制度实施细则(2025年第一次临时股东大会审议通过)
Zheng Quan Zhi Xing· 2025-09-04 12:12
Core Points - The implementation details of the cumulative voting system for the election of directors at Iceberg Cold Technology Co., Ltd. aim to enhance corporate governance and protect the rights of minority shareholders [1][5] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner, either concentrating votes on a single candidate or distributing them among multiple candidates [1][3] - The election process includes specific steps to ensure compliance with legal requirements and the company's articles of association, including separate voting for independent and non-independent directors [3][4] Section Summaries General Provisions - The purpose of the cumulative voting system is to improve the corporate governance structure and ensure the rights of public shareholders in electing directors [1] - Cumulative voting allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [1][2] Nomination of Director Candidates - Director candidates must meet the qualifications set forth in relevant laws and the company's articles of association [2][3] Voting and Election of Directors - The voting process involves calculating cumulative votes based on the number of shares held and the number of candidates [3][4] - The election of directors requires that each elected director receives more than half of the valid voting rights represented at the meeting [4][5] - If the number of elected directors is less than required, a second round of voting will be conducted [4][5] Miscellaneous Provisions - Any matters not covered by these implementation details will be governed by relevant national laws and the company's articles of association [5]
*ST兰黄: 股东会累积投票制实施细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-03 16:21
General Provisions - The implementation rules for the cumulative voting system aim to improve the corporate governance structure of Lanzhou Yellow River Enterprises Co., Ltd. and protect the rights of minority shareholders [1] - Cumulative voting allows shareholders to allocate their voting rights among multiple candidates, with the highest vote-getters being elected [1][2] - The rules specify that both independent and non-independent directors are included in the definition of directors [1] Election of Directors - The election of directors can utilize cumulative voting as per the company's articles of association or shareholder resolutions, particularly when electing more than one independent director [1][2] - Separate voting is required for independent and non-independent directors when cumulative voting is employed [2][3] Nomination of Director Candidates - Nomination of director candidates must comply with relevant laws and internal regulations, with independent director nominations adhering to specific management guidelines [3][4] - Nominees must provide detailed personal information and consent to their nomination [3][4] Voting and Election Process - The calculation method for cumulative voting is defined, where the number of votes equals the number of shares held multiplied by the number of directors to be elected [5][6] - Voting must be conducted in a manner that ensures clarity and compliance with the cumulative voting process [5][6] - The election results require that candidates receive more than half of the voting rights held by attending shareholders to be elected [7][8] Additional Provisions - The rules stipulate that if there are ties in votes, a second round of voting will be conducted [8] - The implementation rules will take effect upon approval by the shareholders' meeting and will be subject to modification as necessary [8]
宗申动力: 关于召开2025年第一次临时股东大会的提示性公告
Zheng Quan Zhi Xing· 2025-09-03 16:08
Meeting Announcement - Chongqing Zongshen Power Machinery Co., Ltd. will hold its first extraordinary general meeting of shareholders in 2025 on September 10, 2025, at 14:30 [1] - The meeting will be conducted through a combination of on-site voting and online voting [1] Voting Procedures - Shareholders can vote on-site or through the Shenzhen Stock Exchange trading system and internet voting system [1][7] - Online voting will be available from 9:15 AM to 3:00 PM on September 10, 2025 [1] Eligibility to Attend - All ordinary shareholders registered by the close of business on September 3, 2025, are eligible to attend the meeting [2] - The meeting will also include company directors, supervisors, senior management, and other relevant personnel [2] Agenda Items - The meeting will review proposals including the election of non-independent and independent directors for the twelfth board of directors [5][11] - Specific proposals include the election of five non-independent directors and three independent directors [6][9] Voting Rights and Procedures - Shareholders can allocate their voting rights among candidates for non-independent and independent directors, with specific limits on the number of votes [6][9] - Votes exceeding the allocated number will be considered invalid [9] Registration and Attendance - Shareholders must register to attend the meeting, either in person or via mail/fax [3][4] - Required documents for registration include identification and proof of shareholding [4][7] Contact Information - For inquiries, shareholders can contact Lin Yi at 023-66372632 or via email at linyi@zsengine.com [7]
盛泰集团: 盛泰智造集团股份有限公司2025年第四次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The meeting of Sheng Tai Intelligent Manufacturing Group Co., Ltd. is scheduled for September 10, 2025, at 10 AM in Shengzhou [1] - The agenda includes the announcement of the number of shareholders present, voting methods, and the review of various proposals [1][2] - The company plans to change its business scope, cancel the supervisory board, and amend its articles of association [4][5][6] Business Scope Changes - The company intends to modify its business scope to include "apparel and accessories research and development" while maintaining existing operations such as fabric dyeing and textile processing [4][5] - The changes will be subject to approval by the market supervision authority [4] Cancellation of Supervisory Board - The company will no longer have a supervisory board, with its responsibilities transferred to the audit committee of the board of directors [5][6] - The supervisory board's rules and related systems will be abolished, and the supervisory members will automatically resign [5] Amendments to Articles of Association - The articles of association will be revised to reflect the cancellation of the supervisory board and to update the names of the founders [6] - The board of directors will be authorized to handle the necessary registration and amendments [6] Voting Procedures - The meeting will utilize both on-site and online voting methods, with each share carrying one vote [3][4] - Shareholders must register and may only vote through one method to avoid duplicate votes [3] New Guarantee Proposal - The company proposes to add a new guarantee limit of up to RMB 145 million for financing and credit for subsidiaries, valid for 12 months post-approval [8] - The specifics of the guarantee agreements will be determined at the time of signing [8]
美埃科技: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-09-03 11:17
Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Meiyah (China) Environmental Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' interests [1][2][3] Group 1: Cumulative Voting System Overview - The cumulative voting system allows shareholders to allocate their voting rights among multiple director candidates when electing two or more directors, ensuring that minority shareholders can elect representatives [2][3] - The voting rights for each shareholder are calculated as the number of shares held multiplied by the number of directors to be elected [8][9] Group 2: Voting Principles - The company must inform shareholders about the cumulative voting system and provide clear instructions on how to vote during the shareholder meeting [7][8] - Each shareholder can either concentrate their votes on one candidate or distribute them among several candidates, but cannot exceed the total number of votes they hold [4][5] Group 3: Election of Directors - Directors are elected based on the total votes received, with a requirement that the votes must exceed half of the total voting rights held by attending shareholders [14][15] - In case of a tie in votes among candidates, specific procedures are outlined to resolve the situation and ensure that the election process continues until all required directors are elected [15][16] Group 4: Special Procedures for Cumulative Voting - The company must prepare suitable ballots for cumulative voting, which should include essential information such as meeting name, candidate names, and voting instructions [19][20] - The cumulative voting system only accumulates votes for approval, excluding opposition and abstention votes to simplify the process for minority shareholders [21][22] Group 5: Implementation and Compliance - The cumulative voting system will take effect upon approval by the shareholder meeting, and any modifications will follow the same procedure [24][25] - The company is responsible for disclosing relevant information regarding the cumulative voting system to all shareholders [22][23]
海峡股份: 海南海峡航运股份有限公司股东会议事规则
Zheng Quan Zhi Xing· 2025-09-02 12:13
General Principles - The rules are established to standardize company behavior and ensure shareholders can exercise their rights according to the Company Law, Securities Law, and the company's articles of association [1] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] - Shareholder meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [1][2] Convening Shareholder Meetings - The board of directors is responsible for convening shareholder meetings within the stipulated timeframes [2][5] - Independent directors can propose extraordinary meetings, and the board must respond within 10 days [2][5] - Shareholders holding more than 10% of shares can request the board to convene an extraordinary meeting, with similar response requirements [5][7] Proposals and Notifications - Proposals must fall within the scope of shareholder meeting authority and comply with legal requirements [8][9] - Shareholders holding at least 1% of shares can submit temporary proposals 10 days before the meeting [8][9] - Notifications for annual meetings must be sent 20 days in advance, while notifications for extraordinary meetings must be sent 15 days in advance [9][10] Conducting Shareholder Meetings - Meetings should be held at the company's registered address or another designated location [11] - Shareholders can attend in person or via authorized representatives, and the company must facilitate participation through various means [11][12] - The meeting must maintain order, and any disruptions should be reported to relevant authorities [12][13] Voting and Resolutions - Voting can be conducted through various methods, including online systems, and results must be announced immediately [24][25] - Resolutions require a majority or supermajority depending on the type of resolution, with specific rules for related party transactions [39][41] - The company must disclose the voting results and resolutions promptly after the meeting [25][26] Execution of Resolutions - The board of directors is responsible for executing the resolutions passed during the shareholder meetings [59][60] - The chairman of the board oversees the execution of resolutions and can convene temporary board meetings if necessary [61] Record Keeping - Detailed records of the meetings must be maintained, including attendance, proposals, and voting results [58][27] - Records should be preserved for at least ten years to ensure compliance and transparency [27]
亨迪药业: 12-累积投票制实施细则
Zheng Quan Zhi Xing· 2025-09-02 09:12
General Provisions - The implementation rules for the cumulative voting system aim to enhance the corporate governance of Hubei Hendi Pharmaceutical Co., Ltd. and protect the interests of minority shareholders [1] - Cumulative voting allows shareholders to allocate their voting rights in the election of multiple directors, enabling them to concentrate votes on a single candidate or distribute them among several candidates [1] Nomination of Director Candidates - The board of directors' nomination committee is responsible for reviewing the qualifications of director candidates and proposing a list to the board for approval before presenting it to the shareholders' meeting [6] - Independent directors can be nominated by the board or shareholders holding more than 1% of voting shares, with the requirement that nominees must not have conflicts of interest [8] Voting for Directors - The voting process for independent and non-independent directors is conducted separately, with shareholders' voting rights calculated based on their shareholdings multiplied by the number of directors to be elected [14] - Cumulative voting allows shareholders to cast their votes in a manner that can either concentrate on one candidate or be distributed among several candidates, with specific rules governing the validity of such votes [16] Election of Directors - The election results are announced after counting the votes, and candidates must receive more than half of the valid voting rights to be elected [17] - If the number of elected directors exceeds the required number, candidates are ranked by their total votes, and those with the highest votes are elected [19] Supplementary Provisions - The implementation rules will take effect upon approval by the shareholders' meeting and are subject to interpretation and revision by the board of directors [21][22]
德明利: 累积投票制度实施细则(2025年9月)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance, standardize the election of directors, and protect the interests of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights according to their preferences when electing multiple directors [1][2] Chapter Summaries Chapter 1: General Provisions - The rules are established in accordance with relevant laws and regulations to ensure the rights of public shareholders in electing directors [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 board of directors or shareholders holding more than 1% of shares can nominate candidates for directors [2][3] - Candidates must provide detailed personal information and confirm their eligibility for the position [2][3] Chapter 3: Election and Voting of Directors - The voting process involves calculating the cumulative votes and ensuring that independent and non-independent directors are elected separately [4][5] - Shareholders can concentrate their votes on one or more candidates, but cannot exceed the number of directors to be elected [4][5] Chapter 4: Principles of Director Election - Directors are elected based on the number of votes received, with a requirement that the votes must exceed half of the valid voting rights present [5][6] - If the election fails to meet the required number of elected directors, the existing board continues to serve until a new election is organized [5][6] Chapter 5: Supplementary Provisions - The rules will take effect upon approval by the shareholders' meeting and will be interpreted by the board of directors [6]
诺思兰德: 累积投票实施细则
Zheng Quan Zhi Xing· 2025-09-01 10:11
证券代码:430047 证券简称:诺思兰德 公告编号:2025-073 北京诺思兰德生物技术股份有限公司累积投票实施细则 本公司及董事会全体成员保证公告内容的真实、准确和完整,没有虚假记载、 误导性陈述或者重大遗漏,并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、 审议及表决情况 北京诺思兰德生物技术股份有限公司(以下简称"公司")于 2025 年 9 月 1 日召开第六届董事会第二十二次会议,审议通过了《关于制定及修订公司部分内 部管理制度的议案(尚需股东会审议)》之子议案 2.14: 《北京证券交易所股票上市规则》等相关法律、法 规、规范性文件和《北京诺思兰德生物技术股份有限公司章程》 (以下简称"《公 司章程》")的规定,制定本实施细则。 第二条 本实施细则所称累积投票制,是指公司股东会在选举董事时采用的 一种投票方式。即公司选举董事时,有表决权的每一股份拥有与应选董事人数相 同的表决权,股东拥有的表决权可以集中使用。 《制定〈累积投票实施细 则〉》,表决结果:同意 9 票,反对 0 票,弃权 0 票。 本议案尚需提交股东会审议。 二、 分章节列示制度主要内容: 北京诺思兰德生物技术股 ...
统联精密: 关于召开2025年第三次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 17:35
Meeting Information - The company's shareholder meeting is scheduled for September 15, 2025 [1] - Voting will be conducted through a combination of on-site and online methods [1][3] - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system [1][2] Voting Procedures - Voting will occur on the same day as the meeting, with specific time slots for both trading and internet platforms [1][3] - Shareholders must complete identity verification to vote on the internet platform [3][4] - Invalid votes will be counted if shareholders exceed their voting rights [4] Agenda Items - The meeting will review and vote on the proposal to amend the "Compensation and Assessment Management System for Directors, Supervisors, and Senior Management" [2] - The proposal has already been approved by the company's board and supervisory committee [2] Attendance and Registration - Shareholders registered by the close of trading on September 8, 2025, are eligible to attend [5] - Registration for the meeting will take place on September 11, 2025, at the company's office [5][6] - Specific documentation is required for both individual and institutional shareholders to register [6] Additional Information - The meeting will last half a day, and attendees are responsible for their own travel and accommodation expenses [6] - Contact information for inquiries regarding the meeting is provided [6][7]