股东会累积投票制

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博力威: 股东会累积投票制实施细则
Zheng Quan Zhi Xing· 2025-08-26 12:16
General Principles - The implementation rules for the cumulative voting system aim to enhance the corporate governance structure of Guangdong Bolivian Technology Co., Ltd. and ensure the protection of minority shareholders' rights [1][2] - The cumulative voting system allows shareholders to allocate their votes among multiple candidates or concentrate them on a single candidate during the election of directors [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 shares [2][3] - Nominators must obtain consent from the nominees and submit detailed personal information for qualification review by the board [2][3] Voting and Election of Directors - The election of independent and non-independent directors is conducted separately to ensure compliance with regulations [3][4] - Shareholders must indicate their shareholding and the number of votes allocated to each candidate on the ballot [4][5] - If a shareholder exceeds their maximum voting limit, all their votes for that round will be invalidated [4][5] Election Principles - Directors are elected based on the number of votes received, with a requirement that the votes must exceed half of the total voting rights held by attending shareholders [5] - In case of a tie in votes, a second round of voting will be conducted to determine the elected candidates [5] Additional Provisions - Any matters not covered by these rules will be governed by national laws and the company's articles of association [5] - The board of directors is responsible for interpreting these rules, which take effect upon approval by the shareholders' meeting [5]
丰林集团: 广西丰林木业集团股份有限公司股东会累积投票制实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 16:38
丰林集团 股东会累积投票制实施细则 广西丰林木业集团股份有限公司 股东会累积投票制实施细则 第一条 为进一步完善广西丰林木业集团股份有限公司法人治理 制度,规范公司董事的选举,保证股东充分行使权力,根据《中华人 民共和国公司法》 、中国证监会《上市公司治理准则》 《上海证券交易 所股票上市规则》及《广西丰林木业集团股份有限公司章程》(以下 简称《公司章程》 ),特制定本实施细则。 第二条 本实施细则所指累积投票制,是指公司股东会选举非由 职工代表担任的董事时,出席股东会的股东所拥有的投票权等于其所 持有的股份总数乘以应选董事人数之积,出席会议股东可以将其拥有 的投票权全部投向一位董事候选人,也可以将其拥有的投票权分散投 向多位董事候选人,按得票多少依次决定董事人选。 第三条 为确保独立董事当选符合规定,公司独立董事和非独立 董事的选举分开进行,均采用累积投票制选举。具体操作如下: 第四条 股东会仅选举一名董事时,不适用累积投票制。 第五条 在一次股东会上,拟选举两名以上的独立董事时,或者 公司单一股东及其一致行动人拥有权益的股份比例在 30%及以上且 丰林集团 股东会累积投票制实施细则 拟选举的非独立董事为两 ...
翠微股份: 翠微股份股东会累积投票制实施细则(2025年修订)
Zheng Quan Zhi Xing· 2025-08-12 16:23
Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Beijing Cuiwei Building Co., Ltd, aiming to enhance corporate governance and protect the rights of minority shareholders [1][2][3] Group 1: General Provisions - The cumulative voting system allows shareholders to allocate their voting rights across multiple candidates when electing two or more directors, ensuring that each shareholder's voting power is proportional to the number of shares held [1][2] - The implementation details are based on relevant laws and regulations, including the Company Law of the People's Republic of China and guidelines from the China Securities Regulatory Commission [1] Group 2: Nomination of Candidates - The board of directors is responsible for proposing a list of candidates for election, which must be approved by the board before being submitted to the shareholders' meeting [2][3] - Shareholders holding more than 3% of the voting shares can nominate candidates for directors, while those holding over 1% can nominate independent director candidates [2][3] Group 3: Election and Voting Process - The election process involves creating ballots that comply with the cumulative voting system, detailing candidates and shareholder information [4][5] - Votes are calculated based on the cumulative voting method, where shareholders can only cast affirmative votes, and the election of independent directors is conducted separately to maintain their required proportion [4][5] Group 4: Election Results and Procedures - A candidate is elected based on the number of votes received, with a requirement that each elected director must receive more than half of the total voting rights held by attending shareholders [5][6] - If the number of elected directors does not meet the required threshold, a second round of voting will be conducted, and if necessary, a subsequent shareholders' meeting will be held within two months to fill any vacancies [6][7]
欧菲光: 股东会累积投票制实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-29 16:43
Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at O-Film Group Co., Ltd, aiming to enhance corporate governance and ensure shareholders can fully exercise their rights [1][5] - The cumulative voting system allows shareholders to allocate their voting rights either to a single candidate or distribute them among multiple candidates during the election of two or more directors [2][3] - Specific conditions under which the cumulative voting system must be adopted are detailed, including legal requirements and prior resolutions from shareholder meetings [1][2] Summary by Sections Cumulative Voting System - 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 [1][2] - The system is mandatory under certain conditions, such as legal requirements or company charter stipulations [1][2] Election Procedures - When electing independent and non-independent directors, the voting rights are calculated separately to ensure compliance with regulations [1][2] - In cases of multiple rounds of elections, the voting rights must be recalculated based on the number of directors to be elected in each round [2] Voting Validity and Results - Votes exceeding the legal voting rights are deemed invalid, and the meeting host must clarify voting procedures to ensure fairness [3] - Directors are elected based on receiving more than half of the voting rights from attending shareholders [3][4] Tie Situations and Re-elections - In the event of a tie where multiple candidates receive equal votes, a second round of voting is required to determine the elected candidates [4] - If the number of elected directors falls below the required threshold, additional elections must be held within a specified timeframe [4][5] Implementation and Amendments - The implementation details are subject to legal and regulatory compliance, and any amendments must be proposed by the board and approved by the shareholders [5]
御银股份: 股东会累积投票制实施细则(2025年修订)
Zheng Quan Zhi Xing· 2025-07-02 16:36
Group 1 - The implementation details of the cumulative voting system aim to enhance the corporate governance structure of Guangzhou Yuyin Technology Co., Ltd. and ensure shareholders can fully exercise their rights [1] - The cumulative voting system allows shareholders to allocate their voting rights based on the total number of shares they hold multiplied by the number of directors to be elected [1][2] - Independent and non-independent directors are elected separately under the cumulative voting system, with specific voting rights allocated for each category [1][2] Group 2 - The secretary of the board must explain the cumulative voting system and the voting rules to shareholders during the election meeting [2] - Votes must be clearly indicated on the ballot, and if the total votes exceed the shareholder's actual voting rights, the votes will be treated according to specific rules [2] - The election of directors requires that the votes received must exceed half of the total voting rights held by the attending shareholders [2][3] Group 3 - If the number of elected directors is less than required, a second round of elections will be held, and if that fails, a new shareholders' meeting must be convened within two months to fill the vacancies [2][3] - Any amendments to the implementation details must be proposed by the board and approved by the shareholders' meeting [3] - The implementation details will take effect after being approved by the shareholders' meeting [3]