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中兴商业: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 13:15
Core Points - The implementation details of the cumulative voting system aim to enhance corporate governance and ensure that all shareholders can fully exercise their rights [1][2] - The cumulative voting system allows shareholders to concentrate their voting rights on one candidate or distribute them among multiple candidates during the election of directors [4][5] Summary by Sections Cumulative Voting System - The cumulative voting system grants each share the same number of voting rights as the number of directors to be elected, allowing shareholders to use their voting rights collectively [1][2] - The system applies when a single shareholder and their concerted parties hold 30% or more of the shares or when electing more than two independent directors [2] Voting Procedures - Independent and non-independent directors are elected through separate voting processes, with shareholders' voting rights calculated based on their shares multiplied by the number of directors to be elected [2][3] - Shareholders can choose to concentrate their votes on one candidate or distribute them among several candidates, with the total votes used not exceeding their legal voting rights [3][4] Election Results - The minimum effective voting rights required for a director to be elected must exceed half of the valid voting rights held by shareholders present at the meeting [3][4] - In case of a tie among candidates, a second round of voting will be conducted to determine the elected directors [4] Additional Provisions - The chairman of the meeting must inform shareholders about the cumulative voting method and provide explanations on the voting process [5] - The implementation details will take effect from the date of the shareholders' meeting resolution and will be subject to relevant national laws and regulations [5]
正弦电气: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-08 11:18
Core Points - The article outlines the implementation details of the cumulative voting system for Shenzhen Zhengxian Electric Co., Ltd, aimed at enhancing corporate governance and protecting minority shareholders' interests [2][8] - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates when electing two or more directors, providing flexibility in how votes are cast [3][5] - The nomination process for directors includes requirements for qualifications and procedures for both independent and non-independent directors, ensuring transparency and accountability [4][6] Summary by Sections General Principles - The implementation details are established to regulate the election of directors and maintain the interests of minority investors [2] - Cumulative voting is mandated when electing two or more directors, allowing shareholders to concentrate or distribute their votes [3] Nomination of Director Candidates - Candidates must meet the qualifications set forth by relevant laws and regulations [5] - The nomination process involves recommendations from the board's nomination committee and allows shareholders with over 1% voting rights to propose candidates [3][4] Voting Principles of Cumulative Voting - The voting process requires clear communication to shareholders about the cumulative voting method and the necessary voting materials [5][6] - Each shareholder's voting power is calculated based on their shares multiplied by the number of directors to be elected [5] Election Principles for Directors - Directors are elected based on the total votes received, with a requirement that each elected director must receive more than half of the valid votes cast [6][7] - If the number of elected directors is less than required, a second round of elections will be held to fill the vacancies [7] Additional Provisions - The implementation details will take effect after approval by the shareholders' meeting and will be interpreted by the board of directors [8]
华人健康: 累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-03 16:05
Core Points - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Anhui Huaren Health Pharmaceutical Co., Ltd. and protect the interests of minority shareholders [3] - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates when electing two or more directors, providing flexibility in voting [3][5] - The election process for directors must comply with the company's articles of association and relevant laws, ensuring a structured and transparent nomination and voting process [3][4] Section Summaries General Provisions - The cumulative voting system is established to improve corporate governance and protect minority shareholders' interests, in accordance with relevant laws and regulations [3] - The system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected [3] Election and Voting of Directors - The board must inform shareholders about the cumulative voting method before the election, and appropriate ballots must be prepared [2][3] - The election of independent and non-independent directors is conducted separately, with specific voting rights allocated for each category [5] - Shareholders can concentrate or distribute their votes among candidates, but exceeding the allowed number of votes will render the ballot invalid [5] Nomination of Director Candidates - Candidates for the board must be nominated by shareholders holding at least 1% of the company's shares or by the board itself [3] - Nominators must obtain consent from candidates and ensure they meet the qualifications for directorship [3][4] Election Results and Procedures - The number of elected directors must meet the requirements set forth in the company's articles of association, with a majority of votes needed for election [4] - If the number of elected directors is insufficient, additional rounds of voting will be conducted until the required number is met [4]
爱迪特: 累积投票制实施细则
Zheng Quan Zhi Xing· 2025-07-02 16:25
第四条 本细则所称"董事"包括独立董事和非独立董事,由职工选举的董 事由公司职工民主选举产生或更换,不适用于本细则的相关规定。 爱迪特(秦皇岛)科技股份有限公司 第一章 总则 第一条 为进一步完善爱迪特(秦皇岛)科技股份有限公司(以下简称"公 司")的法人治理结构,规范公司董事的选举,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》)《上市公司治理准则》《上市公司章程指引》等规范性文件及《爱迪特 (秦皇岛)科技股份有限公司章程》(以下简称《公司章程》)等有关规定,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。 第二章 董事候选人的提名 第五条 公司董事会、单独或者合并持有公司股份1%以上的股东可以以提 ...
科思科技: 累计投票制实施细则
Zheng Quan Zhi Xing· 2025-07-01 16:41
深圳市科思科技股份有限公司 累积投票制实施细则 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,保证股东 充分行使权利,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》等有关法律、法规、其他规范性文件和《深 圳市科思科技股份有限公司章程》(以下简称"《公司章程》")的规定,结合本 公司的实际情况,特制订本实施细则。 第二条 本细则所指累积投票制,是指公司股东会选举两名以上董事时,出 席股东会的股东所拥有的选票数等于其所持有的有表决权股份总数乘以应选董 事人数之乘积,出席会议股东可以将其拥有的选票集中投给一位董事候选人,也 可以将其拥有的选票分散投给多位董事候选人,按得票多少依次决定董事人选。 第三条 本细则所称的"董事",包括独立董事和非独立董事。本细则中所称 "董事"特指由股东会选举产生的董事,由职工选举的董事由公司职工代表大会 民主选举产生或更换,不适用于本细则的相关规定。 第四条 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。 第二章 董事候选人的提名 第五条 董事候选人提名的方式和程序为: (一)董事会提名委员会有权 ...
超卓航科: 《累积投票制实施细则》(2025年6月)
Zheng Quan Zhi Xing· 2025-06-30 16:46
Core Points - The article outlines the implementation details of the cumulative voting system for Hubei Chaozhuo Aviation Technology Co., Ltd, aimed at enhancing corporate governance and ensuring shareholders' rights are fully exercised [1][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 concentrated or distributed voting [1][2] - This system applies to the election or change of two or more directors, including both independent and non-independent directors [2] Group 2: Nomination of Directors - Non-independent directors can be nominated by the board or shareholders holding more than 1% of voting shares, after obtaining the nominee's consent and reviewing their qualifications [2][3] - Independent directors can be nominated similarly, with the requirement that the nomination committee verifies the nominee's qualifications [2][3] - Shareholders holding over 1% of voting shares must submit their nominations at least 10 days before the shareholders' meeting [2][3] Group 3: Voting and Election of Directors - The election process involves calculating the cumulative votes, ensuring that independent and non-independent directors are elected separately to maintain the required ratio [4][5] - The number of elected directors must comply with the company's articles of association, and candidates must receive more than half of the valid votes to be elected [5][6] - If the number of elected candidates exceeds the required number, those with the highest votes will be elected, and if not enough candidates are elected, a second round of voting will occur [5][6] Group 4: Additional Provisions - The article specifies that the provisions not covered will follow national laws and regulations, and any inconsistencies with the company's articles will be resolved in favor of legal regulations [6][7] - The rules will take effect upon approval by the shareholders' meeting and can be revised by the board for shareholder approval [7]
金逸影视: 累积投票实施细则修正案
Zheng Quan Zhi Xing· 2025-06-30 16:45
Core Viewpoint - The company is revising its cumulative voting implementation rules to enhance corporate governance and protect the rights of minority shareholders, ensuring a more transparent election process for directors and supervisors [1][2][4]. Summary by Sections Corporate Governance - The company aims to improve its corporate governance structure by revising the cumulative voting rules, which are designed to safeguard the rights of minority shareholders and ensure a fair election process for directors and supervisors [1][2]. Cumulative Voting Implementation - The revised rules stipulate that when electing two or more directors, cumulative voting must be implemented as per the company's articles of association or the resolutions of the shareholders' meeting [2][5]. - The candidate list for directors and supervisors will be proposed by the board of directors and the supervisory board, respectively, with specific requirements for shareholder nominations [5][6]. Voting Rights - The voting rights for non-independent directors, independent directors, and supervisors will be calculated based on the total number of shares held by the shareholders, ensuring that votes are allocated appropriately among the candidates [5][6]. Additional Changes - The revision includes the removal of references to "supervisors" and "supervisory board" from the cumulative voting rules, and adjustments to terminology for consistency [6].
新世界: 新世界累积投票制实施细则(2025年修订)
Zheng Quan Zhi Xing· 2025-06-27 16:50
第一章 总 则 第一条 为进一步规范上海新世界股份有限公司(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》、《上市公司治理准则》和《上海新世界股份有限公司章程》(以下简称 "《公司章程》"),并结合公司具体情况制定本细则。 第二条 本细则所称累积投票制,是指股东会选举董事时,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。董事会应当向股东公告 候选董事的简历和基本情况。 股东会以累积投票方式选举董事的,独立董事和非独立董事的表决应当分别进 行,并根据应选董事人数,按照获得的选举票数由多到少的顺序确定当选董事。 第三条 本实施细则所称的董事包括独立董事和非独立董事,由职工代表担任的 董事由公司职工民主选举产生或者更换,不适用于本实施细则的相关规定。 第四条 董事的选举应当充分反映中小股东的意见。涉及下列情形的,股东会在 董事的选举中应当采用累积投票制: (一)公司选举2名以上独立董事的; (二)公司单一股东及其一致行动人拥有权益的股份比例在30%以上。 第二章 董事的提名 第五条 董事候选人应当符合《公司法》等法律法规和其他有关规 ...
同仁堂: 北京同仁堂股份有限公司累积投票制实施细则
Zheng Quan Zhi Xing· 2025-06-27 16:11
Core Points - The article outlines the implementation details of the cumulative voting system for Beijing Tongrentang Co., Ltd, aimed at enhancing corporate governance and protecting the rights of minority shareholders [1][2][3] 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 voting for candidates [1][2] - The election of directors should reflect the opinions of minority shareholders, and the cumulative voting system must be used during the election process [1][2] Group 2: Voting Principles - Before voting, the chairman of the shareholders' meeting must inform shareholders about the cumulative voting method and provide suitable ballots [2][3] - The number of votes for cumulative voting is calculated as the number of shares held multiplied by the number of candidates to be elected [2][3] Group 3: Election of Directors - The election process must comply with the company's articles of association, and candidates are ranked based on the total votes received [4][5] - If there is a tie in votes among candidates, a re-election must be conducted using the cumulative voting system [4][5] Group 4: Additional Provisions - If the number of elected directors falls below the required threshold, a new shareholders' meeting must be convened within two months to fill the vacancies [5] - The rules outlined in this document will be revised as necessary to align with future legal changes or amendments to the company's articles of association [5]
宁夏建材: 宁夏建材公司章程
Zheng Quan Zhi Xing· 2025-06-26 16:49
Group 1 - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [2][3] - Ningxia Building Materials Group Co., Ltd. is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2] - The company has a registered capital of RMB 478.181042 million [3] Group 2 - The company's operational purpose is to adopt modern enterprise management systems and advanced management methods to maximize shareholder interests and achieve satisfactory economic benefits [5] - The company is engaged in various business activities, including cement production, mining, and technology import and export [5][6] Group 3 - The company issues ordinary shares, and all shares are of the same class with equal rights [6][7] - The total number of shares issued by the company is 478,181,042 [7] Group 4 - The company can increase capital through various methods, including issuing shares to unspecified objects or existing shareholders [9] - The company may reduce registered capital according to the Company Law and its articles of association [9] Group 5 - The company has established a Party Committee to lead and ensure the implementation of major decisions and policies [15] - The Party Committee is responsible for political education and ensuring alignment with the central government's directives [15] Group 6 - Shareholders have rights proportional to their shareholdings, including profit distribution and the right to participate in shareholder meetings [17][18] - The company must maintain a shareholder register to verify ownership and rights [16] Group 7 - The company must hold annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [53][59] - Shareholder proposals must be submitted in writing and can be made by shareholders holding at least 1% of the shares [66]