Wuhan Tianyu Information Industry Co.Ltd(300205)
Implementation rules of cumulative voting system
Chapter I General Provisions
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 shareholders to fully exercise their rights, these implementation rules are hereby formulated in accordance with the company law of the people’s Republic of China, the governance standards for listed companies and the Wuhan Tianyu Information Industry Co.Ltd(300205) articles of Association (hereinafter referred to as “the articles of association”).
Article 2 the cumulative voting system referred to in the detailed rules means that when the general meeting of shareholders elects more than two directors and supervisors, the number of voting rights owned by each shareholder is equal to the product of the number of shares held by each shareholder multiplied by the number of directors and supervisors to be elected. Shareholders can vote for one person or several people separately, and finally decide to be elected directors and supervisors according to the number of votes A system of supervisors.
Article 3 when the general meeting of shareholders of the company elects or replaces two or more non independent directors or two or more independent directors or two or more supervisors, these Implementation Rules shall apply.
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 for election of directors or supervisors
Article 5 when electing directors, in order to ensure that the number of independent directors elected meets the legal provisions, if directors are elected according to the cumulative voting system, the election of independent directors and non independent directors shall be conducted separately. When electing non independent directors, the number of voting rights held by shareholders (or entrusted agents, the same below) is equal to the product of the number of shares held by them multiplied by the number of non independent directors to be elected at the general meeting of shareholders. This part of voting rights can only be cast on the candidates for non independent directors at the general meeting of shareholders; When electing independent directors, the number of voting rights held by shareholders attending the meeting is equal to the product of the number of shares held by them multiplied by the number of independent directors to be elected at the general meeting of shareholders. This part of voting rights can only be invested in the candidates for independent directors at the general meeting of shareholders.
Article 6 in the election of supervisors, the number of voting rights held by shareholders (or entrusted agents, the same below) is 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 voting rights can only be cast on the supervisor candidates at the shareholders’ meeting.
Article 7 when electing non independent directors, independent directors or supervisors, shareholders present may distribute their voting rights to one or more persons according to their voting wishes, but the number of candidates for non independent directors, independent directors or supervisors shall not exceed the number of non independent directors, independent directors or supervisors to be elected at the general meeting of shareholders.
Article 8 shareholders present shall vote by open ballot.
Article 9 election steps and counting and counting rules
(I) fill in the basic information of shareholders present and the number of voting rights
The staff of the general meeting of shareholders shall distribute the ballot papers for the election of non independent directors, independent directors or supervisors, and the shareholders present shall indicate the following contents on the ballot papers:
1. Name of shareholder (corporate shareholder) or name (individual shareholder);
2. Name and identity of the drawer (legal representative of legal person shareholder, individual shareholder or entrusted agent of shareholder);
3. The number of shares held by the company;
4. The number of voting rights calculated according to the methods shown in Articles 2, 5, 6 and 7 of these rules.
(II) election voting
The number of voting rights used by shareholders to vote for the director or supervisor candidate shall be indicated after the name of the director or supervisor candidate on the ballot; The number of voting rights cast by each shareholder present shall not exceed the number of voting rights actually owned by him.
(III) working procedures for collecting and counting ballot papers
1. After the election, the staff shall collect the votes filled in by the shareholders present and send them to the counting office. At least two shareholders’ representatives and one supervisor shall participate in the inventory;
2. The enumerator shall carefully check and count the votes of the shareholders present, including but not limited to:
(1) Whether there are omissions and alterations on each ballot;
(2) Whether the basic information of shareholders present and the number of voting rights on each ballot are correct;
(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.
(IV) counting rules
1. The number of voting rights cast by the shareholders present is equal to the number of voting rights actually owned by the shareholders. The votes are valid and counted according to their actual voting results;
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;
3. If the number of voting rights cast by the shareholders present is greater than the number of voting rights actually owned by the shareholders, the ballot will be invalid;
4. If the number of candidates for non independent directors or independent directors or supervisors voted by the shareholders present 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 invalid;
5. If there is any omission, alteration or error in the basic information, voting opinions and signature of the attending shareholders filled in by the attending shareholders, the shareholders shall apply to the staff for blank ballots for supplement or correction at the voting stage, and the original ballots shall be recovered and destroyed by the staff; If the shareholder fails to make supplement or correction, the ballot will be invalid.
(V) the counting representative shall announce the votes of each director or supervisor candidate on the spot.
Chapter III election rules of directors or supervisors
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 general meeting of shareholders.
Article 11 if the number of candidates for directors or supervisors who obtain more than 1 / 2 of the voting rights of the shareholders present exceeds the number of candidates to be elected, the one who obtains more votes shall be elected according to the order of their votes.
Article 12 If the number of voting rights obtained by two or more candidates for directors or supervisors is equal, and the number of voting rights obtained by the candidate is the least among the elected directors or supervisors, if all of them are elected, the number of directors or supervisors will exceed the number of directors or supervisors to be elected, The general meeting of shareholders shall immediately re elect the candidates for such directors or supervisors according to the remaining number of directors or supervisors to be elected until all directors or supervisors are elected.
Article 13 if the number of directors or supervisors elected by one cumulative vote has reached the minimum number specified in the company law and 2 / 3 of the number specified in the articles of association, and the number of independent directors elected has reached 1 / 3 of the total number of directors elected, but less than all the number specified in the articles of association, The candidates for directors or supervisors who are not elected shall be re elected according to the remaining number of directors or supervisors to be elected specified in the articles of association. If the number of directors or supervisors elected through re-election is still less than the number of all directors or supervisors specified in the articles of association, the vacant names of directors or supervisors shall be reserved for the subsequent general meeting of shareholders.
Article 14 If the number of directors or supervisors elected by one cumulative vote is less than the minimum number of directors specified in the company law, or less than 2 / 3 of the number specified in the articles of association, or the number of independent directors elected is less than 1 / 3 of the total number of directors elected, the candidates for directors or supervisors who are not elected shall be re elected according to the remaining number of directors to be elected specified in the articles of association, Until the number of directors or supervisors elected reaches the minimum number specified in the company law, 2 / 3 of the number of directors or supervisors specified in the articles of association, and the number of independent directors elected has reached 1 / 3 of the total number of directors elected.
If the number of directors or supervisors is still less than that specified in the articles of association, the vacant number of directors or supervisors shall be reserved for the subsequent general meeting of shareholders.
Chapter IV supplementary provisions
Article 15 these Implementation Rules shall come into force on the date when they are deliberated and adopted by the general meeting of shareholders.
Article 16 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws and regulations and the articles of association of the company; If there are specific operational matters affecting the continuation of the general meeting of shareholders when applying these implementation rules, the general meeting of shareholders shall make a decision on such matters immediately to ensure the smooth progress of the general meeting of shareholders. Article 17 The term “above” as mentioned in these detailed rules includes this number. Article 18 the board of directors of the company shall be responsible for the interpretation of these implementation rules.
Wuhan Tianyu Information Industry Co.Ltd(300205) August 27, 2009 revised for the first time on February 28, 2002
