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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]
晶华微: 晶华微累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-07-11 16:25
General Provisions - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Hangzhou Jinghua Microelectronics Co., Ltd. and ensure the rights of shareholders in electing directors, particularly protecting the interests of minority shareholders [1][2] - 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 multiple candidates [1][2] Nomination of Director Candidates - Director candidates can be nominated by the board of directors or shareholders holding more than 1% of the company's issued shares, with independent directors needing to comply with specific regulations [3] - Nominees must provide detailed personal information and confirm their willingness to be nominated, ensuring transparency and accountability [3][4] Election and Voting of Directors - The voting process requires clear communication to shareholders about the cumulative voting method, with the board preparing appropriate ballots and providing explanations to ensure correct voting [5][6] - In cases of multiple rounds of elections, the cumulative voting totals must be recalculated for each round, and any discrepancies must be corrected immediately [5][6] Election Results and Procedures - 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 [6][7] - If the number of elected directors is less than required, a second round of elections will be held, or a new meeting will be convened within two months to fill the vacancies [6][7] Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant national laws and the company's articles of association [7] - The board of directors is responsible for formulating, revising, and interpreting these rules, which take effect upon approval by the shareholders' meeting [7]
金 螳 螂: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-11 16:25
Core Points - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Suzhou Jin Tanglang Architectural Decoration Co., Ltd and ensure shareholders can fully exercise their rights [1] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates when electing more than one director [2][3] - The rules specify that the total voting rights for each shareholder during the election equal the number of shares held multiplied by the number of directors to be elected [2][3] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system allows shareholders to concentrate their votes on one candidate or distribute them among several candidates when electing multiple directors [1][2] - **Voting Rights Allocation**: Each shareholder's voting rights are calculated based on their shares and the number of directors to be elected, with specific rules on how votes can be allocated [2][3] - **Election Process**: The election results are determined by counting votes, with candidates requiring a majority of the total voting rights to be elected. In case of ties, a second round of voting may be necessary [3][4] - **Regulatory Compliance**: Any matters not covered by these rules will follow national laws and the company's articles of association, with the company board holding the authority to interpret these rules [4][5]
高测股份: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-11 16:17
Core Points - The article outlines the implementation details for the cumulative voting system for the election of directors at Qingdao High Measurement Technology Co., Ltd, aiming to enhance corporate governance and protect minority shareholders' rights [1][2][3] Group 1: Cumulative Voting System - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates, with each share equating to a number of votes equal to the number of directors to be elected [1][2] - The election of directors will not follow staggered terms; any director elected to fill a vacancy will serve the remainder of the current term [2] - The company must announce the resumes and basic information of the candidate directors prior to the election [2][3] Group 2: Voting Principles - Voting for independent and non-independent directors must be conducted separately, and shareholders can concentrate or distribute their votes as they see fit [3][4] - The voting process requires that shareholders indicate the number of cumulative votes for each candidate, and any excess votes will render the ballot invalid [3][4] Group 3: Election Principles - In equal elections, a candidate must receive more than half of the valid votes to be elected, and if not enough candidates are elected, a second round of voting may be required [4][5] - In differential elections, candidates are ranked by the number of votes received, and if the number of elected candidates is less than required, a second round of voting will be held [4][5] Group 4: Miscellaneous Provisions - The implementation details will be governed by relevant laws and the company's articles of association, and any inconsistencies will defer to the applicable laws [5] - The board of directors is responsible for the formulation, interpretation, and modification of these implementation details, which will take effect upon approval by the shareholders' meeting [5]
精工钢构: 精工钢构累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-11 16:13
Core Points - The implementation rules for the cumulative voting system aim to enhance corporate governance and ensure shareholders can fully exercise their rights [1] - The cumulative voting system allows shareholders to allocate their votes among multiple candidates when electing directors, with the total votes not exceeding their legal voting rights [1][2] - The election process includes specific steps for valid voting, counting votes, and determining elected directors based on the majority [2][3] Summary by Sections - **Cumulative Voting System Definition**: The cumulative voting system enables shareholders to cast multiple votes for director candidates, allowing for strategic allocation of votes [1] - **Voting Procedure**: Shareholders must indicate their chosen directors and the number of votes allocated to each on a single ballot, with invalid ballots resulting from exceeding legal voting limits [2] - **Election of Independent and Non-Independent Directors**: Separate elections and voting processes are required for independent and non-independent directors, ensuring clarity in the voting process [2] - **Supplementary Elections**: In the event of a director's resignation, a supplementary election must follow the established rules, with the new director serving until the current board's term ends [2] - **Distribution of Implementation Rules**: Shareholders must receive the implementation rules prior to voting to ensure informed decision-making [2] - **Amendment and Interpretation Rights**: The rights to amend the rules belong to the shareholders' meeting, and the board of directors holds the interpretation rights [3]
安通控股: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-11 15:18
General Provisions - The implementation rules are established to improve the corporate governance structure of Antong Holdings Co., Ltd. and regulate the election of directors [1] - Cumulative voting system allows shareholders to allocate their voting rights among candidates, with each share having voting rights equal to the number of directors to be elected [1] Election and Voting of Directors - Cumulative voting must be used when electing two or more independent directors or when a single shareholder holds over 30% of the voting shares and is electing two or more directors [1][2] - Each director candidate must be proposed as a separate item, and the number and structure of elected directors must comply with the company's articles of association [2] - Shareholders holding over 1% of voting shares can propose additional director candidates at least 10 days before the shareholder meeting [2] Election of Directors - Independent and non-independent directors must be elected separately, ensuring that the voting rights for each category are not mixed [3] - The election process requires that the number of votes received by each candidate must be at least half of the total voting rights held by attending shareholders [4] - In case of a tie in votes among candidates, a re-election process will be initiated to determine the elected directors [4] Supplementary Provisions - The implementation rules will take effect after being approved by the company's shareholder meeting and will be interpreted and revised by the company's board of directors [5]
影石创新: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-11 11:19
Core Viewpoint - The implementation rules for cumulative voting at Ying Shi Innovation Technology Co., Ltd. aim to protect the interests of minority shareholders and improve the corporate governance structure [1]. Group 1: Cumulative Voting System - 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 [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]. Group 2: Voting Procedures - Before voting, the meeting host must inform shareholders about the cumulative voting method, and the board must provide suitable ballots [2]. - The calculation of cumulative votes will be based on the total votes cast, and any discrepancies will be verified immediately if contested [2][3]. Group 3: Election Outcomes - A candidate is elected if the cumulative votes in favor exceed the sum of votes against and abstentions [3][4]. - If the number of elected directors is less than required, a second round of voting will occur, and if still unresolved, a new shareholders' meeting will be convened within two months [3][4]. Group 4: Implementation and Amendments - The rules will take effect after being approved by the shareholders' meeting, and any amendments will follow the same procedure [4][5]. - In case of inconsistencies between these rules and relevant laws or the company's articles of association, the latter will prevail [5].
中宠股份: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-11 09:16
Core Points - The company aims to protect the interests of itself and its minority shareholders by establishing a governance structure and election procedures for directors [1][4] - The cumulative voting system allows shareholders to allocate their voting rights in electing multiple directors, enhancing shareholder participation [1][2] - Independent directors will be elected separately from non-independent directors, ensuring compliance with regulatory standards [2][3] Group 1 - The implementation rules for the cumulative voting system are designed to ensure fair and transparent elections for directors [1][2] - Shareholders holding more than 3% of voting shares can propose candidates for non-independent directors, while those holding over 1% can propose independent director candidates [2][3] - The voting process requires shareholders to indicate their shareholdings and the number of votes allocated to each candidate, ensuring accountability [2][3] Group 2 - The election results will be announced by the monitoring personnel, and candidates must receive more than half of the valid votes to be elected [3] - In case of a tie among candidates, the higher-ranked candidates will be elected, and a re-election will occur for those tied [3] - If the required number of directors is not elected after three rounds, the existing directors will remain in office until new candidates are elected [3][4]
江苏华辰: 江苏华辰累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-10 10:11
Core Points - The implementation details of the cumulative voting system aim to enhance corporate governance and protect the interests of minority shareholders [1][2] - The cumulative voting system allows shareholders to allocate their voting rights among candidates for the board of directors, promoting a more democratic election process [1][2] - The system specifies that independent directors and non-independent directors will be elected separately, ensuring transparency and fairness in the election process [2][3] Summary by Sections - **Cumulative Voting Definition**: 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 voting [1][2] - **Election Process**: Shareholders can propose candidates for the board if they hold at least 1% of the voting shares, and the board will review these proposals before presenting them for shareholder approval [1][2] - **Voting Mechanics**: Each shareholder's voting power is calculated based on their shares and the number of directors to be elected, with specific rules for distributing votes among candidates [2][3] - **Vote Validity**: Votes exceeding a shareholder's total voting rights are deemed invalid, while those within the limit are considered valid, with any excess treated as a waiver of voting rights [3] - **Implementation and Amendments**: The details of the cumulative voting system will take effect upon approval by the shareholders and can be amended by the board, subject to shareholder approval [3]
优优绿能: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-09 11:12
深圳市优优绿能股份有限公司 累积投票制实施细则 深圳市优优绿能股份有限公司 (2025年7月) 第一章 总则 第一条 为进一步规范深圳市优优绿能股份有限公司(以下简称"公司") 法人治理结构,规范公司董事的选举,维护中小投资者利益,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》等法律、法 规以及规范性文件和《深圳市优优绿能股份有限公司章程》(以下简称《公司 章程》)的相关规定,制订《深圳市优优绿能股份有限公司累积投票制实施细 则》(以下简称"本实施细则")。 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,应当 实行累积投票制。 第三条 本实施细则所指累积投票制,是指公司股东会选举董事时采用的一 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,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,最后按得票多少依次 决定当选董事。 第四条 本实施细则所称的"董事"包括独立董事和非独立董事,由职工代 表担任 ...