累积投票制度

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“2025年中国上市公司治理指数”显示:上市公司治理水平稳步提升 金融行业表现突出
Shang Hai Zheng Quan Bao· 2025-09-18 19:05
Core Insights - The average governance index for Chinese listed companies in 2025 is 64.94, showing a slight increase from 64.87 in 2024, indicating a steady improvement in governance quality [1][2][3] - Financial sector companies exhibit the highest governance levels, with an average index of 67.32, while the main board companies require further improvement [4][5][17] Governance Index Overview - The governance index has increased by 0.07 from 2024 to 2025, with improvements in shareholder governance, board governance, and stakeholder governance, while supervisory board governance, management governance, and information disclosure have declined [1][3][6] - The distribution of governance ratings shows that 84.43% of companies fall into the B, C, and D categories, with no companies rated AAA or AA [2][3] Industry and Sector Analysis - The governance index varies significantly across industries, with financial companies leading, followed by sectors like scientific research, accommodation, and manufacturing [4][5] - The governance index for private-controlled companies continues to outperform state-owned companies, with companies without actual controllers showing the best governance performance [4][5] Regional Governance Characteristics - Governance levels show a gradient improvement from coastal to inland regions, with 32 regions having an average index above 62.00, indicating a reduction in regional disparities [5] Detailed Dimension Analysis - Shareholder governance index increased from 69.42 to 69.73, driven by improvements in dividend continuity and protection of minority shareholders [7][8] - Board governance index rose to 65.26, reflecting better operational efficiency and structure [8] - Supervisory board governance index slightly decreased to 59.12, indicating a decline in the competency of supervisory board members [9] - Management governance index fell to 60.39, with a slight improvement in appointment systems but a decline in incentive mechanisms [9] - Information disclosure index slightly decreased to 66.19, although relevance and timeliness improved [10] - Stakeholder governance index increased to 69.70, despite a decrease in stakeholder participation [12] Recommendations for Improvement - Establish a mechanism for the audit committee to prevent governance risks during transitional periods [18][19] - Encourage the participation of actual controllers in governance while establishing accountability mechanisms [19][20] - Leverage digital tools to enhance governance efficiency and reduce costs [20][21] - Develop tailored governance guidelines for private-controlled companies to address recent declines in governance quality [20] - Promote differentiated governance standards based on industry characteristics [21] - Create a governance-oriented market value management system to enhance governance premiums [21] - Expand investor litigation channels to strengthen market oversight and protect shareholder rights [22] - Encourage institutional investors to actively participate in governance activities [22]
申菱环境: 2025-037号 关于召开公司2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-29 17:35
Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 15, 2025, at 15:00 [1] - The meeting will combine on-site voting and online voting through the Shenzhen Stock Exchange trading system [2] Voting Rights - Shareholders registered by the close of trading on September 8, 2025, are entitled to attend the meeting and vote [2] - Shareholders can only choose one voting method: either on-site or online voting [2] Agenda Items - The meeting will review the proposal regarding the completion of fundraising projects and the permanent allocation of surplus funds to working capital [4][11] Registration and Attendance - Shareholders must complete registration procedures by presenting required documents, including identification and authorization letters for proxies [5][6] - Registration must be completed by 17:00 on September 12, 2025 [9] Online Voting Process - Detailed procedures for online voting will be provided, allowing shareholders to express their voting opinions on proposals [7] - Shareholders must authenticate their identity to participate in online voting [7]
安达智能: 累积投票制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 17:24
General Principles - The purpose of the cumulative voting system is to enhance the governance structure of Guangdong Andar Intelligent Equipment Co., Ltd., regulate the election of directors, ensure shareholders can fully exercise their rights, and protect the interests of minority shareholders [2][3] - 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 [3][4] Nomination of Director Candidates - Only shareholders holding more than 1% of the company's issued shares can propose new director candidates at least 10 days before the shareholders' meeting [4][5] - The nominated candidates must undergo qualification review by the current board's nomination committee before being submitted for election [4][5] Election of Directors - The cumulative voting method must be clearly stated in the notice of the shareholders' meeting, and the voting process must be explained to shareholders [6][10] - Each shareholder's voting power is calculated based on their shares multiplied by the number of directors to be elected, and they can allocate their votes as they see fit [6][7] Principles of Director Election - Directors are elected based on the total votes received, with candidates needing to secure more than half of the voting rights represented at the meeting to be elected [8][9] - If the number of elected directors is less than required but exceeds the legal minimum, the vacancies will be filled in the next shareholders' meeting [9][10] Miscellaneous Provisions - The cumulative voting system will be revised in accordance with any new laws or regulations issued by relevant authorities [12] - The board of directors is responsible for interpreting and amending this system, which takes effect upon approval by the shareholders' meeting [12]
塞力医疗: 累积投票实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 16:52
塞力斯医疗科技集团股份有限公司 累积投票实施细则 塞力斯医疗科技集团股份有限公司 累积投票实施细则 (2025 年 8 月) 第五条 股东会投票选举董事前,大会主持人应宣读累积投票制的说明,并 就股东对累积投票的相关问题予以解答。该说明可以采用如下举例的方法,介绍 累积投票的投票方式:"本次选举 N 名董事,如股东持有公司有表决权股份 10 万股,则该股东共享有 10×N 票的表决权。该股东可以将 10×N 票集中投给一 名董事候选人,也可以将 10×N 票分散投给数个候选人。" 第六条 公司股东可以将其享有的全部投票权数,集中投向候选人中的其中 一人,也可以分散投向数人,但其累积投票权数不得超过本实施细则第五条规定 的投票权总数。 塞力斯医疗科技集团股份有限公司 累积投票实施细则 第七条 适用累积投票制度选举公司董事的具体步骤如下: (一) 股东会选举董事时,投票股东必须在一张选票上注明所选举的所有 董事,并在其选举的每名董事后标注其使用的投票权数目; (二) 如果选票上该股东使用的投票权总数小于或等于其所合法拥有的投 票数目,则该选票有效; 第一条 为进一步规范塞力斯医疗科技集团股份有限公司(以下简称"公 ...
光峰科技: 累积投票制度实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Principles - The implementation details of the cumulative voting system aim to protect the interests of minority shareholders and regulate the governance structure of Shenzhen Guangfeng Technology Co., Ltd [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, enabling them to concentrate their votes on one or more candidates [1][2] Voting Principles - Each shareholder's voting rights are calculated as the number of shares held multiplied by the number of directors to be elected [6] - Shareholders can either concentrate their votes on specific candidates or distribute them among all candidates, but cannot exceed the number of candidates to be elected [7][8] - If a shareholder casts more votes than they hold, that vote is invalid; if they cast fewer, the excess is considered a waiver of voting rights [9] Election Principles - Directors are elected based on the total votes received, with candidates needing to secure more than half of the voting rights held by attending shareholders to be elected [14] - In case of a tie among candidates, specific rules are applied to determine the outcome, including potential re-elections if necessary [15][16] Operational Procedures - The company must clearly state the use of the cumulative voting system in the notice for the shareholders' meeting and provide the relevant implementation details [17] - Voting can be conducted in person or through a proxy, and the ballots must include specific information to ensure clarity and compliance with the voting process [19]
纵横股份: 成都纵横自动化技术股份有限公司累积投票制度实施细则
Zheng Quan Zhi Xing· 2025-08-21 16:47
General Principles - The implementation rules for the cumulative voting system aim to enhance corporate governance and protect minority shareholders' interests [1][2] - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates or concentrate them on a single candidate during board elections [2][3] Nomination of Director Candidates - Director candidates must comply with relevant laws and internal regulations, including obtaining written consent from nominees before submission [7][8] - Nominees are required to provide detailed personal information and confirm their eligibility for the position [9][10] Voting and Election of Directors - The election process includes a candidate presentation segment, allowing shareholders to engage with nominees [12][13] - Voting for independent and non-independent directors is conducted separately, with specific calculations for voting rights based on the number of shares held [14][15] Election Principles - The number and composition of elected directors must adhere to legal and regulatory requirements, with a majority vote needed for election [16][17] - In cases of ties or insufficient elected candidates, a second round of voting or a subsequent meeting may be required to fill vacancies [18][19] Miscellaneous Provisions - Any matters not covered by these rules will follow national laws and the company's articles of association [19][20] - The board of directors is responsible for revising and interpreting these rules, which take effect upon shareholder approval [21][22]
雅创电子: 累积投票制度 2025.8
Zheng Quan Zhi Xing· 2025-08-14 16:03
Core Points - The article outlines the cumulative voting system implemented by Shanghai Yachuang Electronics Group Co., Ltd to protect the interests of minority shareholders and regulate corporate governance [2][4] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner during the election of directors, enhancing shareholder participation [4][5] Group 1: General Principles - The cumulative voting system is established to maintain the interests of minority shareholders and to standardize the election of directors [2][4] - Shareholders can concentrate their voting rights on one candidate or distribute them among multiple candidates when electing two or more directors [4][5] - The term of directors elected through this system does not implement staggered terms, meaning that any director elected to fill a vacancy will serve only for the remainder of the current term [4][5] Group 2: Voting Principles - Each shareholder's voting rights during the election of directors are calculated as the number of shares held multiplied by the number of directors to be elected [5][6] - Shareholders can vote for a maximum number of candidates equal to the number of directors to be elected [5][6] - Votes cast in excess of a shareholder's total voting rights will be deemed invalid, while votes less than the total will be considered valid, with the difference treated as a waiver of voting rights [5][6] Group 3: Election Principles - Directors are elected based on the total votes received, with candidates ranked from highest to lowest votes, requiring a majority of the voting rights present at the meeting to be elected [7][8] - In cases of tied votes among candidates, specific procedures are outlined to resolve the tie and ensure that the required number of directors is elected [8][9] Group 4: Special Procedures - The company must clearly state the use of the cumulative voting system in the notice of the shareholders' meeting [9] - Shareholders must receive or have access to the established voting system prior to the election [9] - The election process allows for both personal and proxy voting by shareholders [9]
泰禾股份: 累积投票制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-12 04:09
南通泰禾化工股份有限公司 累积投票制度 第一章 总则 第一条 为进一步完善南通泰禾化工股份有限公司(以下简称"公司")法人治理结构,规 范公司董事的选举,保证所有股东充分行使权利,维护中小股东利益,根据《上市公司治理准 则》和《南通泰禾化工股份有限公司章程》(以下简称"《公司章程》")等有关规定,结合本 公司的实际情况,特制定本制度。 第二条 本制度所称累积投票制,是指股东会选举董事时,股东所持每一股份拥有与应选 出董事人数相等的投票权,股东拥有的投票表决权总数等于其所持有的股份与应选董事人数的 乘积。股东可以按意愿将其拥有的全部投票表决权集中投向某一位或几位董事候选人,也可以 将其拥有的全部投票表决权进行分配,分别投向各位董事候选人的一种投票制度。 第三条 股东会就选举董事进行表决时,可以实行累积投票制,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,应当采用累积投票制。股东会选举两名以上独立董事的, 应当采用累积投票制。 第四条 公司董事会、独立董事和符合相关规定条件的股东,可以向公司其他股东征集其 在股东会上的投票权。 第五条 本制度所称的"董事"包括独立董事和非独立董事,但由职工代表担任 ...
蠡湖股份: 《无锡蠡湖增压技术股份有限公司累积投票制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-06 16:22
修订时间:2025 年 8 月 无锡蠡湖增压技术股份有限公司 累积投票制度 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》《上市公司股东会规则》《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》《深圳证券交易所 创业板股票上市规则》和《无锡蠡湖增压技术股份有限公司章程》 (以下简称"《公 司章程》"),并结合公司具体情况制定本细则。 第五条 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, 即届中因缺额而补选的董事任期为本届余任期限,不跨届任职。 第二章 累积投票制的投票原则 第六条 董事的选举,应当充分反映中小股东意见。股东会在董事选举中应 当积极推行累积投票制。公司的单一股东及其一致行动人拥有权益的股份比例在 修订时间:2025 年 8 月 第七条 对于采用累积投票制的议案,股东会对董事候选人进行表决时,每 位股东拥有的表决权等于其持有的股份数乘以应选举董事人数之积。 第八条 股东会对董事候选人进行表决时,股东可以集中行使表决权,将其 拥有的全部表决权集中投给某一位或某几位董事候选人;也可以将其拥有的 ...
安旭生物: 累积投票制度实施细则(202508)
Zheng Quan Zhi Xing· 2025-08-06 10:17
General Principles - The implementation rules for the cumulative voting system aim to improve the corporate governance structure of Hangzhou Anxu Biotechnology Co., Ltd. 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 directors, with each share granting the same number of votes as the number of directors to be elected [1][2] Nomination of Director Candidates - The board of directors and shareholders holding 3% or more of the company's shares have the right to propose candidates for non-independent directors [2][3] - Candidates must submit detailed personal information and a written commitment to accept the nomination and fulfill their duties if elected [2][3] Election and Voting of Directors - The election process includes specific steps for calculating votes under the cumulative voting system, ensuring that independent and non-independent directors are elected separately [3][4] - The number of elected directors must comply with the company's articles of association, and candidates must receive more than half of the valid voting rights to be elected [4][5] Election Results and Follow-up - If the number of elected candidates exceeds the number of available positions, those with the highest votes will be elected, and if there are ties, a second round of voting will occur [5] - If the elected directors do not meet the required number, a follow-up election will be held within two months after the meeting [5] Additional Provisions - The rules state that the meeting host must explain the cumulative voting system to ensure shareholders vote correctly [6] - The rules will take effect after being approved by the shareholders' meeting and will be interpreted by the board of directors [6]