North Industries Group Red Arrow Co.Ltd(000519) cumulative voting implementation system
(reviewed and approved by the third extraordinary general meeting of shareholders in 2021 held on December 31, 2021) Article 1 in order to further improve the governance structure of North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as the company), standardize the company's election of directors and supervisors (excluding employee directors and employee supervisors, the same below), and ensure that shareholders fully exercise their rights, This system is formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and other laws, regulations, normative documents and the relevant provisions of the North Industries Group Red Arrow Co.Ltd(000519) articles of Association (hereinafter referred to as the articles of association).
Article 2 the cumulative voting system mentioned in this system refers to that when the general meeting of shareholders of the company elects directors and non employee representative supervisors, the number of voting rights held by shareholders attending the general meeting of shareholders (hereinafter referred to as "shareholders attending") is equal to the product of the number of shares held by them multiplied by the number of directors or supervisors to be elected at the general meeting of shareholders, The shareholders present may cast all their voting rights to one candidate for director or supervisor, or scatter their voting rights to multiple candidates for director or supervisor, and determine the candidates for director and supervisor in turn according to the number of votes obtained. Among them, the election of independent directors, non independent directors and supervisors shall be put forward as different proposals, and the method of separate voting shall be implemented.
Article 3 when the company elects more than two (including two) directors and non employee representative supervisors at a general meeting of shareholders, it shall adopt a cumulative voting system to ensure that minority shareholders of the company have the opportunity to elect candidates for directors and supervisors representing their interests and opinions into the board of directors and the board of supervisors. The convener shall clearly disclose the specific number of directors and supervisors to be elected in the notice of the general meeting of shareholders, and disclose that the number of voting votes held by shareholders is the number of shares with voting rights multiplied by the number of candidates, and give special tips.
Article 4 before the shareholders' meeting, the Secretary of the board of directors of the company shall be responsible for organizing the preparation of election votes in line with the cumulative voting system.
Article 5 when attending shareholders' voting, the number of voting rights cast by shareholders shall not exceed their actual voting rights. If the number of voting rights cast by a shareholder exceeds his actual number of voting rights, or if he votes more than the number of candidates in the differential election, his number of voting rights cast on the proposal group shall not be deemed as valid voting.
Article 6 if the number of voting rights actually used by the shareholder on the ballot is less than or equal to the total number of voting rights it has, the ballot is valid, and the difference is deemed to have waived the voting rights. Article 7 since the adoption of cumulative negative votes will make the cumulative voting system extremely cumbersome, in order to facilitate the acceptance and adoption of minority shareholders of the company, the cumulative voting system of the company only adopts cumulative negative votes; In the case of cumulative voting for the election of directors and supervisors, no negative votes and abstention votes are designed on the voting votes, and the voting results are not counted. Article 8 election principles of directors and supervisors:
Whether the candidates for directors and supervisors are elected as directors and supervisors shall be determined according to the order of votes.
If the total number of votes of two or more candidates for directors and supervisors is equal, and the total number of votes is the least among the candidates for directors and supervisors, if all of them are elected, the total number of directors and supervisors will exceed the number of directors and supervisors to be elected at the general meeting of shareholders, the general meeting of shareholders shall decide on the directors and supervisors with the same total number of votes Candidates for supervisors shall be re elected according to the procedures specified in the system until the number of directors and supervisors specified in the shareholders' meeting is elected.
If the number of directors elected by one vote has reached the minimum number of directors specified in the company law and two-thirds of the number of directors specified in the articles of association, and the number of independent directors elected is not less than one-third of the total number of directors elected, but less than all the directors specified in the articles of association, Then, the unelected director candidates shall be re elected according to the remaining number of directors to be elected specified in the articles of association. If the number of directors elected through re-election is still less than the number of all directors specified in the articles of association, the vacant number of directors shall be reserved for the subsequent general meeting of shareholders.
Article 9 the chairman of the general meeting of shareholders shall clearly explain the voting method and election principle of the cumulative voting system to the shareholders present before voting.
Article 10 after the voting of the shareholders, the accounting personnel of the shareholders shall count the votes, announce the total number of votes obtained by each director and supervisor candidate, and determine the elected directors and supervisors in accordance with the provisions of this system; The chairman of the meeting shall announce the list of elected directors and supervisors.
Article 11 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, departmental rules, normative documents and the articles of association. If the provisions of the system are inconsistent with the laws, regulations, departmental rules, normative documents issued or revised by the state in the future or the articles of association modified by legal procedures, the latter shall prevail, and the system shall be modified in time.
Article 12 the system is revised by the board of directors and takes effect after being approved by the general meeting of shareholders. Article 13 the system shall be interpreted by the board of directors.
enclosure
Revision comparison table
Before and after revision
Article 1 to further improve the governance structure of North Industries Group Red Arrow Co.Ltd(000519) Co., Ltd. Article 1 to further improve the governance structure of North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as the "company"), standardize the governance structure of the company (hereinafter referred to as the company), and standardize the election of directors and supervisors (excluding employee directors, employee elected directors and supervisors, the same below), To ensure that the shareholders fully exercise their rights (the same below), to ensure that the shareholders fully exercise their rights and interests, in accordance with the company law and other laws, regulations and norms, and in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law and the articles of association), and other laws, regulations This system is formulated in accordance with the relevant provisions of normative documents and the articles of association of zhongbingdu Hongjian Co., Ltd. (hereinafter referred to as the articles of association).
Article 2 the cumulative voting system referred to in this system refers to the cumulative voting system referred to in Article 2 of this system, which refers to the election of directors and non employee representative supervisors by the general meeting of shareholders and the election of directors and non employee representative supervisors by the general meeting of shareholders, Shareholders attending the general meeting of shareholders (hereinafter referred to as "shareholders present") shareholders attending the general meeting of shareholders (hereinafter referred to as "shareholders present") have voting rights equal to the number of shares they hold multiplied by the number of shares they hold multiplied by the number of directors or supervisors to be elected at the general meeting of shareholders and the product of the number of directors or supervisors to be elected at the general meeting of shareholders, Shareholders present may accumulate all their voting rights, and shareholders present may invest all their voting rights in one director or supervisor candidate, one director or supervisor candidate, or disperse their voting rights in multiple directors or supervisors, and disperse their voting rights in multiple directors or supervisors, The candidates for directors and supervisors shall be determined according to the number of votes, and the candidates for directors and supervisors shall be determined according to the number of votes. Among them, the election of independent directors, non independent directors and supervisors. Among them, independent directors, non independent directors and supervisors shall be elected by separate voting. The election shall be presented as different proposals and shall be voted separately.
Article 3 when the company elects two or more (including two) directors and non employee representative supervisors at a general meeting of shareholders, the cumulative voting system shall be adopted when the company elects two or more (including two) directors and non employee representative supervisors at a general meeting of shareholders, so as to ensure that the minority shareholders of the company shall adopt the cumulative voting system, To ensure that minority shareholders of the company have the opportunity to elect directors and supervisors who represent their interests and opinions to the board of directors and the board of supervisors. The company shall elect candidates to the board of directors and the board of supervisors at the convening of the meeting. The convener shall clearly prompt in the notice of the general meeting of shareholders that the cumulative voting system will be adopted for the election of directors and supervisors to be elected in the notice of the general meeting of directors and supervisors. At the same time, the number of voting votes held by shareholders shall be the number of shares with voting rights multiplied by the number of candidates, and special tips shall be given.
