征集投票权

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密封科技: 征集投票权实施细则
Zheng Quan Zhi Xing· 2025-05-14 11:20
General Provisions - The company aims to protect shareholder interests and encourage participation in management by establishing rules for the solicitation of voting rights during shareholder meetings [1][2] - The solicitation of voting rights must be conducted in a non-compensatory manner [1] Entities Eligible to Solicit Voting Rights - The following entities can solicit voting rights from shareholders: the company's board of directors, independent directors, shareholders holding more than 1% of voting shares, and investor protection organizations established by law [1][2] Procedures for Soliciting Voting Rights - The board of directors must obtain approval from more than half of its members to solicit voting rights, while independent directors require unanimous consent [2] - Solicitors must gather voting rights for all matters to be voted on at the shareholder meeting, and shareholders must delegate their voting rights to the same solicitor [2][3] Content and Format of Solicitation Reports - Solicitors must publish a solicitation report detailing the voting plan, including specific procedures for shareholders to delegate their voting rights [3][4] - The report must be published at least ten days before the meeting for shareholders acting as solicitors, and fifteen days for other solicitors [4] Responsibilities and Legal Compliance - Solicitors and shareholders must ensure that all materials related to the solicitation are truthful, accurate, and complete, with no misleading statements or omissions [2][5] - Solicitors must hire a law firm or notary to verify the solicitation process and provide legal opinions on the validity of the solicitation [3][5] Content of the Solicitation Authorization Letter - The authorization letter must include specific voting instructions, details of each voting matter, and the consequences of the delegation [5][6] - It must also specify whether the solicitor can vote according to their discretion on matters without explicit instructions from the shareholder [5][6] Documentation Requirements - The documents required for the authorization must be submitted no later than 48 hours before the meeting [7][8] - Solicitors must present necessary identification and documentation to register for the meeting and exercise the solicited voting rights [8][9] Final Provisions - The rules established by the board of directors will take effect upon approval and can be amended as necessary [9]