Innuovo Technology Co.Ltd(000795)
Implementation rules of cumulative voting system
(revised in March 2022)
Article 1 in order to safeguard the interests of minority shareholders and improve the corporate governance structure of the company, in accordance with the relevant provisions of the company law of the people’s Republic of China, the standards for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, Formulate the implementation rules.
Article 2 the cumulative voting system refers to that when the company holds a general meeting of shareholders to elect or replace two or more directors (including non independent directors and independent directors) or supervisors not held by employee representatives, each effective voting share held by shareholders has the voting right equal to the total number of directors or supervisors to be elected, The number of voting rights held by a shareholder is equal to the product of the total number of effective voting shares held by the shareholder and the total number of directors or supervisors to be elected.
Article 3 when the company adopts the cumulative voting system to elect directors or supervisors, the shareholders attending the general meeting of shareholders can distribute their voting rights arbitrarily, either to one director or supervisor candidate or to several director or supervisor candidates, and determine the candidates of directors and supervisors in turn according to the number of votes.
Article 4 the election of non independent directors and independent directors of the company shall be conducted by separate voting. When electing non independent directors, the number of voting rights held by shareholders attending the general meeting of shareholders is equal to the product of the total number of effective voting shares held by them and the number of non independent directors to be elected at the general meeting of shareholders. This part of voting rights can only be invested in 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 general meeting of shareholders is equal to the product of the total number of effective voting shares held by them and 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 5 when shareholders elect directors or supervisors, the number of voting rights they cast shall not exceed the number of voting rights they actually own.
Article 6 when a shareholder elects a director or supervisor, if the number of voting rights cast by the shareholder exceeds the number of voting rights actually owned by the shareholder, the shareholder’s vote for electing a director or supervisor will be invalid.
Article 7 the chairman of the general meeting of shareholders shall explain the matters needing attention about cumulative voting to the shareholders attending the meeting before voting. The majority accountant of shareholders shall carefully check the votes to ensure the validity of the votes.
Article 8 election principles of directors or supervisors:
(I) whether to be elected as a director or supervisor shall be determined according to the number of voting rights obtained by the candidate of director or supervisor, and the candidate with more voting rights shall be elected first; However, the number of effective voting shares calculated by each elected director or supervisor according to the number of voting rights obtained must exceed 1 / 2 of the total number of effective voting shares attending the general meeting of shareholders.
(II) if the number of voting rights obtained by candidates for directors or supervisors is equal, and the number of effective voting shares calculated according to the number of voting rights obtained exceeds 1 / 2 of the total number of effective voting shares attending the general meeting of shareholders, and the election of all such candidates for directors or supervisors will make the number of directors or supervisors exceed the number of directors or supervisors specified in the articles of association, The general meeting of shareholders shall hold the second round of election for the candidates of directors and supervisors with the same total number of votes in accordance with the procedures specified in these rules; If the elected directors or supervisors have not been elected, the company shall re elect the vacant directors or supervisors at the next shareholders’ meeting in accordance with the relevant provisions of the articles of association and these rules. (III) if the number of effective voting shares calculated by the number of voting rights obtained exceeds 1 / 2 of the total number of effective voting shares attending the general meeting of shareholders and is less than the number of directors or supervisors specified in the articles of association, the company shall re elect the vacant directors or supervisors at the next general meeting of shareholders in accordance with the relevant provisions of the articles of association and these rules.
(IV) when the number of voting rights of a director or supervisor candidate who obtains a consent opinion is less than or equal to the number of voting rights of a dissenting opinion, the director or supervisor candidate shall not be elected.
Article 9 if the first voting result shows that the number of directors or supervisors who are candidates who have obtained not less than the minimum number of votes and are not held by employee representatives is less than the number of directors or supervisors to be elected at the shareholders’ meeting, a second round of election shall be held for the difference in the number of directors or supervisors, and the second round of election procedures shall be carried out in accordance with the above provisions.
If the number of directors or supervisors not to be elected by employee representatives cannot be reached after three rounds of election at the general meeting of shareholders, it shall be handled according to the following circumstances:
Candidates for directors or supervisors who have met the election conditions and are not held by employee representatives will be elected automatically. The remaining candidates shall be re elected and voted by the general meeting of shareholders, and the directors or supervisors who are not held by employee representatives shall be elected according to the above operating rules.
Article 10 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association.
Article 11 the board of directors of the company shall be responsible for the interpretation of these implementation rules.
Article 12 the implementation rules shall come into force from the date of deliberation and approval by the general meeting of shareholders of the company.
