Wuhan Tianyu Information Industry Co.Ltd(300205)
Comparison table of amendments to the detailed rules for the implementation of the cumulative voting system
Note: adding “delete line” indicates that the clause has been deleted, and “bold font” indicates that the clause has been added or modified.
Before and after revision
Title implementation of cumulative voting system for Wuhan Tianyu Information Industry Co.Ltd(300205) director election Title implementation rules of cumulative voting system for Wuhan Tianyu Information Industry Co.Ltd(300205) director election
Article 1 in order to further improve the governance structure of Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”) and ensure the shareholders to fully exercise their rights, and ensure the shareholders to fully exercise their rights in accordance with the governance structure of listed companies (hereinafter referred to as “the company”), in accordance with the provisions of the Chinese corporate governance standards and the articles of association, These implementation rules are hereby formulated. The detailed rules are hereby formulated in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies and the articles of association of Wuhan Wuhan Tianyu Information Industry Co.Ltd(300205) Industry Co., Ltd. (hereinafter referred to as the “articles of association”).
Article 2 the cumulative voting system referred to in these Implementation Rules refers to the cumulative voting system referred to in Article 2. When the general meeting of shareholders elects more than two directors, each shareholder has voting rights equal to more than two directors and supervisors held by him, The number of voting rights owned by each shareholder is equal to the product of the number of shares it holds multiplied by the total number of directors to be elected. The shareholder can multiply the number of shares collectively voted by the number of directors and supervisors to be elected. The shareholder can vote for one person or several people separately. Finally, the number of shares collectively voted for by the elected director is determined according to the number of votes, You can also vote for several people, and finally decide the system according to the number of votes. A system of electing directors and supervisors.
Article 3 the general meeting of shareholders of the company elects or replaces two or more non independent directors or two non independent directors
The implementation rules shall apply to the above independent directors. These Implementation Rules shall apply to more than two independent directors or more than two supervisors.
Article 4 the term “supervisor” as mentioned in these Detailed Rules refers to a supervisor who is not held by an employee representative. The supervisor held by the employee representative shall be democratically elected or replaced by the company’s labor union or workers’ Congress or other forms, which is not applicable to the relevant provisions of these implementation rules.
Chapter II voting in the election of directors Chapter II voting in the election of directors or supervisors
Article 4 in order to ensure that the number of independent directors elected meets the law, independent directors and Article 5 in the election of directors, in order to ensure that the number of independent directors elected meets the law, non independent directors are elected separately according to the cumulative voting system. For the election of non independent directors, if the directors are elected according to the cumulative voting system, when the election of independent directors and non independent directors is conducted separately, the number of voting rights held by the shareholders present (or entrusted agents, the same below) is equal to their voting rights. When electing non independent directors, the number of shares held by shareholders (or entrusted agents, the same below) present multiplied by the number of non independent directors to be elected at the general meeting of shareholders. The number of voting rights of this part is equal to the number of shares held by them multiplied by the number of non independent voting rights to be elected at the general meeting of shareholders. Only non independent director candidates at the general meeting of shareholders can vote; The product of the number of independent directors elected, and when this part of the voting rights can only be invested in the non independent directors of the shareholders’ meeting, the voting rights of the shareholders attending the meeting shall be equal to the number of shares they hold multiplied by the candidates for the meeting; When electing independent directors, the number of voting rights held by the shareholders present is equal to the product of the number of independent directors to be elected at the general meeting. This part of voting rights can only be invested in the product of the number of shares held by the shares multiplied by the number of independent directors to be elected at the general meeting. This part is the candidate for independent directors to be elected at the general meeting. The number of votes can only be cast to the candidates for independent directors at the general meeting of shareholders.
Article 6 when electing supervisors, the number of voting rights held by shareholders (or entrusted agents, the same below) present shall be equal to the product of the number of shares held by them multiplied by the number of supervisors to be elected at the shareholders’ meeting, This part of the voting rights can only be cast to the supervisor candidates at the general meeting of shareholders.
Article 5 when electing non independent directors and independent directors, the shareholders present may distribute the number of voting rights that the shareholders present may have to one or more people according to their voting wishes when electing non independent directors, independent directors or supervisors, but their voting rights shall be distributed to one or more people according to their voting wishes, However, the number of candidates for non independent directors or independent directors shall not exceed the number of candidates for non independent directors, independent directors or supervisors at the general meeting of shareholders
Number of non independent directors or independent directors to be elected. Number of non independent directors, independent directors or supervisors to be elected at the shareholders’ meeting.
Article 7 election steps and counting and counting rules Article 9 election steps and counting and counting rules
(I) fill in the basic information and voting rights of shareholders present (I) fill in the basic information and voting rights of shareholders present
The staff of the general meeting of shareholders shall issue ballots for the election of non independent directors and independent directors. The staff attending the general meeting of shareholders shall issue ballots for the election of non independent directors, independent directors or supervisors, indicating the following contents on the ballots, and the shareholders attending the general meeting shall indicate the following contents on the ballots:
1. Name of shareholder (corporate shareholder) or name (individual shareholder); 1. Name of shareholder (corporate shareholder) or name (individual shareholder);
2. Name and identity of the drawer (legal representative of corporate shareholder and individual shareholder) 2. Name and identity of the drawer (legal representative of corporate shareholder, individual shareholder or entrusted agent of shareholder); Or proxy entrusted by shareholders);
3. The number of shares held by the company; 3. The number of shares held by the company;
4. The voting weight calculated according to the methods shown in Articles 2 and 4 of these rules 4. The voting weight calculated according to the methods shown in Articles 2, 5, 6 and 7 of these rules.
Calculated voting rights.
(II) election voting (II) election voting
After the names of the candidates for directors who vote on the votes of the shareholders present, indicate their names of the candidates for directors or supervisors who vote on the votes of the shareholders present, and indicate the number of voting rights used by their candidates; The number of voting rights cast by each shareholder present shall not exceed the number of voting rights used for the candidate of director or supervisor; The number of voting rights actually owned by each shareholder present. The number of votes shall not exceed the number of votes actually owned by him.
(III) working procedures for collecting and counting ballot papers (III) working procedures for collecting and counting ballot papers
1. After the election voting, the staff shall collect the votes filled in by the shareholders present. 1. After the election voting, the staff shall collect the votes filled in by the shareholders present and send them to the counter. At least two shareholders’ representatives and one supervisor shall participate in the inventory; Hand it over to the counter. At least two shareholders’ representatives and one supervisor shall participate in the inventory;
2. The counting person shall carefully check and count the voting situation of the shareholders present, including 2. The counting person shall carefully check and count the voting situation of the shareholders present, including but not limited to:
But not limited to:
(1) Whether there are omissions and alterations on each ballot; (1) Whether there are omissions and alterations on each ballot;
(2) Whether the basic information and voting rights of shareholders present on each ballot are correct (2) whether the basic information and voting rights of shareholders present on each ballot are correct; Error; (3) The number of voting rights actually used by each shareholder present;
(3) The number of voting rights actually used by each shareholder present; (4) The number of voting rights obtained by each director or supervisor candidate.
(4) The number of voting rights obtained by each director candidate. (IV) counting rules
(IV) vote counting rules 1. The number of voting rights cast by the shareholders present is equal to the voting rights actually owned by the shareholders 1. The number of voting rights cast by the shareholders present is equal to the number of votes actually owned by the shareholders. The votes are valid and counted according to their actual voting results;
The number of votes, which is valid, shall be counted according to the actual voting results; 2. The number of voting rights cast by the shareholders present is less than the voting rights actually owned by the shareholders. 2. If the number of voting rights cast by the shareholders present is less than the number of voting rights actually owned by the shareholders, the votes are valid and counted according to their actual voting results;
The number of votes, which is valid, shall be counted according to the actual voting results; 3. The number of voting rights cast by the shareholder present is greater than the voting rights actually owned by the shareholder. 3. If the number of voting rights cast by the shareholder present is greater than the number of voting rights actually owned by the shareholder, the ballot will be invalid;
The number of votes shall be invalid; 4. The number of candidates for non independent directors or independent directors or supervisors voted by the shareholders attending the meeting is more than the number of non independent directors or independent directors to be elected at the general meeting of shareholders, and the number of votes is more than the number of non independent directors or independent directors to be elected at the general meeting of shareholders, the ballot will be invalidated;
Waste; 5. The basic information, voting opinions and signatures of the attending shareholders filled in by the attending shareholders are left. 5. If the basic information, voting opinions and signatures of the attending shareholders filled in by the attending shareholders are omitted, altered or wrong, the shareholder shall apply to the staff for a blank ballot at the voting stage. If there is any omission, alteration or error, The shareholder shall apply to the staff for blank to supplement or correct at the voting stage, and the original ballot paper shall be recovered and destroyed by the staff; If the shareholder fails to supplement or correct the supplementary ballot, the original ballot shall be recovered and destroyed by the staff; If the shareholder fails to fill or correct, the ballot will be invalid.
If any supplement or correction is made, the ballot paper shall be invalidated. (V) the counting representative announces the votes of each director or supervisor candidate on the spot (V) the counting representative announces the votes of each director candidate on the spot. Situation.
Chapter III election rules of directors Chapter III election rules of directors or supervisors
Article 8 the number of voting rights obtained by each elected director shall not be less than that of the shareholders attending the meeting. Article 10 the number of voting rights obtained by each elected director or supervisor shall not be less than 1 / 2 of the shares held by the shareholders attending the meeting. 1 / 2 of the number of shares held by shareholders at the shareholders’ meeting
