累积投票制度

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嘉元科技: 广东嘉元科技股份有限公司累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-08-01 16:23
Core Viewpoint - The document outlines the implementation details of the cumulative voting system for the election of directors at Guangdong Jiayuan Technology Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [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 or distribute their votes among candidates [3]. - The implementation details are established to comply with laws, regulations, and the company's articles of association [3]. Group 2: Nomination of Director Candidates - Director candidates can be nominated by the board of directors or shareholders holding more than 3% of the company's shares, while independent director candidates can be nominated by shareholders holding more than 1% [3]. - Nominators must obtain consent from the candidates and ensure they meet the qualifications for directorship [3]. Group 3: Voting Process - During the cumulative voting process, shareholders can only cast votes for candidates without options for "against" or "abstain" [2][3]. - The voting can be either equal or differential, depending on the number of candidates compared to the number of directors to be elected [3]. Group 4: Election of Directors - The number of elected directors must meet the minimum requirements set by law and the company's articles of association [5]. - If the number of elected directors is less than required, the existing board continues to function until a new election is held [5].
西大门: 累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-07-10 16:22
General Principles - The purpose of the cumulative voting system is to standardize the governance structure of Zhejiang Xidamen New Materials Co., Ltd. and protect the interests of minority investors [1] - Cumulative voting allows shareholders to allocate their voting rights across multiple candidates when electing more than two directors [1] Nomination of Director Candidates - Director candidates must meet the qualifications and conditions set forth in the Company Law and other relevant regulations [2] - Shareholders holding more than 1% of the company's shares have the right to nominate director candidates, and the nomination process involves a qualification review by the board's nomination committee [2][3] - Candidates must provide detailed personal information and a written commitment to accept the nomination and fulfill their duties if elected [3] Voting Principles of Cumulative Voting - Independent and non-independent directors are elected through separate voting processes [4] - Shareholders can accumulate their votes based on the number of shares held and the number of directors to be elected, with specific rules on how votes can be cast [5] Election Principles for Directors - The number and structure of elected directors must comply with the company's articles of association [6] - In a differential election, candidates receiving more than half of the valid votes are elected, and if the number of elected directors is less than required, a second round of elections may be held [6] Special Procedures for Cumulative Voting - The company must clearly state the use of cumulative voting in the notice for the shareholders' meeting [7] - The voting process must be explained to shareholders before the vote, and specific ballots must be prepared for cumulative voting [7] - Shareholders can vote in person or delegate their voting rights to others [7]
福莱新材: 累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-07-01 16:30
Core Points - The article outlines the implementation rules for the cumulative voting system for the election of directors at Zhejiang Fulai New Materials Co., Ltd, aiming to enhance corporate governance and ensure shareholders' rights are fully exercised [1][2][4]. Group 1: Cumulative Voting System - The cumulative voting system allows shareholders to allocate their voting rights across the number of directors to be elected, enabling them to concentrate votes on a single candidate or distribute them among multiple candidates [1][2]. - The rules apply to the election or change of directors, including both independent and non-independent directors [1][2]. Group 2: Nomination of Director Candidates - The board of directors and shareholders holding more than 1% of the company's shares have the right to nominate candidates for non-employee representative directors, ensuring a separate election for independent directors [2]. - Nominees must provide detailed personal information and commit to fulfilling their responsibilities if elected [2][3]. Group 3: Voting and Election Process - The election process involves calculating votes based on the cumulative voting system, with separate elections for independent and non-independent directors to maintain the required proportion of independent directors [3][4]. - A candidate must receive more than half of the valid voting rights held by attending shareholders to be elected, with provisions for re-elections if the required number of directors is not met [4][5].
冠中生态: 累积投票制度实施细则(2025年6月修订)
Zheng Quan Zhi Xing· 2025-06-23 12:01
青岛冠中生态股份有限公司·累积投票制度实施细则 青岛冠中生态股份有限公司 累积投票制度实施细则 第一章 总则 第一条 为了进一步完善青岛冠中生态股份有限公司(以下简称"公司")法 人治理结构,规范公司董事的选举,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》")、《中华人民共和国证券法》、《深圳证券交 易所上市公司自律监管指引第 2 号--创业板上市公司规范运作》及《上市公司股东会 规则》等有关法律、法规、规范性文件以及《青岛冠中生态股份有限公司章程》(以 下简称"《公司章程》")的有关规定,结合公司实际情况,特制定本细则。 第二条 公司股东会选举董事进行表决时,根据《公司章程》的规定或者股 东会的决议,可以采取累积投票制。股东会选举两名以上独立董事时,应当实 行累积投票制。公司单一股东及其一致行动人拥有权益的股份比例在 30%及以 上的,股东会在董事选举中应当实行累积投票制。董事会应当在召开股东会通 知中,表明该次董事选举采用累 积投票制。 第三条 本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 ...
三友医疗: 公司累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-06-20 09:52
Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Shanghai Sanyou Medical Devices Co., Ltd. and protect the rights of shareholders, particularly minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner when electing multiple directors, ensuring a more democratic election process [1][2] Chapter 1: General Provisions - The cumulative voting system is defined as allowing shareholders to multiply their voting rights by the number of directors to be elected, enabling them to concentrate votes on one candidate or distribute them among several [1][2] - This system applies to the election or change of two or more directors, with the board required to indicate this in the notice for the shareholders' meeting [1][2] Chapter 2: Nomination of Director Candidates - Non-employee representative directors are nominated by the board, audit committee, or shareholders holding more than 1% of the company's issued shares, with independent directors needing to meet additional criteria [2][3] - Nominators must obtain consent from the nominees before proposing them [2][3] Chapter 3: Election and Voting of Directors - The meeting host must inform shareholders about the cumulative voting method before voting, and the board must prepare suitable ballots [3][4] - In cases of multiple rounds of elections, the cumulative voting totals must be recalculated for each round [3][4] Chapter 4: Election Results - Directors are elected based on their total votes, with a requirement that the votes exceed half of the total voting rights held by attending shareholders [5][6] - If fewer directors are elected than required, a second round of elections will be held if the number of elected directors falls below the legal minimum [5][6] Chapter 5: Supplementary Provisions - Any matters not covered by these implementation details will follow relevant national laws and the company's articles of association [6] - The board is responsible for interpreting and amending these implementation details, which take effect upon approval by the shareholders' meeting [6]
海通发展: 福建海通发展股份有限公司累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-06-13 09:42
Core Viewpoint - The article outlines the implementation details of the cumulative voting system for the election of directors at Fujian Haitong Development Co., Ltd, aiming to enhance governance and protect the interests of minority shareholders [1][2]. 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 one candidate or distribute them among several [1][2]. - This system applies to the election of directors, excluding employee representative directors, who are elected through a different process [1][2]. Group 2: Election Procedures - When electing two or more directors, if a single shareholder or their concerted parties hold more than 30% of the shares, the cumulative voting system must be implemented [2]. - The company must ensure that the election of directors is conducted in a transparent, fair, and just manner, following relevant laws and regulations [2][3]. Group 3: Voting Rights and Validity - Each shareholder's total voting rights during the election are calculated based on their shareholding and the number of directors to be elected [3][4]. - If a shareholder casts votes exceeding their total voting rights, those votes will be considered invalid [3][4]. Group 4: Election Outcomes - In the case of equal elections, a candidate must receive more than half of the valid votes to be elected [4][5]. - If the number of elected directors is less than required, a new election must be held within two months to fill the vacancies [4][5]. Group 5: Final Provisions - The rules will take effect upon approval by the shareholders' meeting and will be subject to modification and interpretation by the company's board of directors [6].
思特奇: 《累积投票制度实施细则》(2025年6月)
Zheng Quan Zhi Xing· 2025-06-12 12:30
General Principles - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Beijing Siterui Information Technology Co., Ltd, ensuring shareholders can fully exercise their rights [3][5] - 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 concentrated or distributed voting [3][4] Nomination of Director Candidates - Director candidates nominated by shareholders must undergo qualification review by the current board before being submitted for election at the shareholders' meeting [2][3] - Independent director candidates must meet specific qualifications and provide a public declaration regarding their independence from the company [3][6] Voting Principles - When electing two or more directors, the cumulative voting system must be used, and the number of directors elected must comply with the provisions of the Company Law and the company's articles of association [3][5] - Each shareholder's voting rights are calculated based on their shareholding and the number of directors to be elected, with the possibility of concentrating votes on one candidate or distributing them among several [3][6] Election Procedures - If the number of elected directors does not meet the required threshold, a re-election must occur within two months after the shareholders' meeting [5][6] - The election of independent and non-independent directors must be conducted separately to ensure compliance with the company's articles regarding the proportion of independent directors [6][7] Special Operational Procedures - The voting process must be clearly outlined in the notice for the shareholders' meeting, including the method of cumulative voting and the details required on the ballot [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]
丰元股份: 累积投票制度实施细则(2025年5月)
Zheng Quan Zhi Xing· 2025-05-16 13:30
Core Viewpoint - The implementation details of the cumulative voting system for Shandong Fengyuan Chemical Co., Ltd. aim to enhance corporate governance and ensure shareholders can fully exercise their rights [1][2]. Group 1: General Principles - 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 concentrated or distributed voting [1][4]. - The system applies when electing two or more directors, including both independent and non-independent directors [2][3]. - Directors elected through this system do not have staggered terms; any replacements during the term will serve the remainder of the current term [2] Group 2: Nomination of Directors - The nomination process for directors involves the current board or shareholders holding over 1% of shares proposing candidates, which are then reviewed by the board's nomination committee [6][7]. - Independent director candidates must meet specific qualifications and provide a public statement regarding their independence from the company [3][6]. - Candidates must submit detailed personal information and a commitment to fulfill their duties if elected [3][6]. Group 3: Voting Principles - Each shareholder's voting power is calculated based on their shares multiplied by the number of directors to be elected, allowing for concentrated voting on specific candidates [4][5]. - Voting must not exceed the number of candidates to be elected, and any excess votes will be deemed invalid [5][6]. - Independent and non-independent directors are elected separately to maintain the required proportion of independent directors [6][7]. Group 4: Election of Directors - Directors are elected based on the total votes received, with a requirement that the votes exceed half of the total voting rights present at the meeting [6][7]. - In cases of tied votes among candidates, a re-election process will be initiated to determine the successful candidates [6][7]. - If fewer directors are elected than required, a subsequent election will be held to fill the vacancies [6][7]. Group 5: Special Procedures - The cumulative voting method must be clearly stated in the notice for the shareholders' meeting [7][8]. - Shareholders can vote in person or delegate their voting rights to others, including through an online voting system [7][8]. - The company is responsible for ensuring that the voting process adheres to the established guidelines and legal requirements [7][8].
双乐股份: 累积投票制度
Zheng Quan Zhi Xing· 2025-05-13 11:26
双乐颜料股份有限公司 第一章 总 则 第一条 为维护中小股东的利益,规范公司法人治理结构,规范公司选举董事 行为,根据《上市公司治理准则》和《双乐颜料股份有限公司章程》(以下简称 "《公司章程》"),并结合公司具体情况制定本制度。 第二条 公司在董事选举时实行累积投票制度,选举一名董事的情形除外。 第三条 本制度所称累积投票制是指在选举两个以上的董事席位时,股东拥 有的投票权等于该股东持有股份数与待定董事总人数的乘积。股东既可以用所有 的投票权集中投票选举一位候选董事,也可以分散投票数位候选董事,董事一般 由获得投票数较多者当选。 第四条 本制度所称的"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,不适用于本制度的相关规定。 第五条 公司董事会、独立董事、持有1%以上有表决权股份的股东或者依照 法律、行政法规或者中国证监会的规定设立的投资者保护机构可以公开征集股东 投票权。征集股东投票权应当向被征集人充分披露具体投票意向等信息,征集人 应在委托权限范围内代表股东投票选举董事,详细规定另行制定。 第六条 公司通过累积投票制选举产生的董事,其任期不实施交错任期制,即 届中因缺 ...