Eaglerise Electric & Electronic (China) Co.Ltd(002922) cumulative voting system of general meeting of shareholders
Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Cumulative voting system of general meeting of shareholders
(revised in March 2022)
Article 1 in order to further improve the corporate governance structure of Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as “the company”), standardize the election of directors and supervisors of the company, and ensure that shareholders fully exercise their rights, this system is hereby formulated in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the articles of association and other relevant provisions.
Article 2 the cumulative voting system referred to in this system means that when the company’s general meeting of shareholders elects directors or supervisors, each share has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used centrally. When electing two or more directors and supervisors, the voting rights of shareholders attending the general meeting of shareholders shall be equal to the product of the total number of shares held by them multiplied by the number of directors and supervisors to be elected. One right and one vote shall be implemented in the election; Shareholders attending the meeting can vote all their voting rights to one candidate for directors and supervisors, or disperse their voting rights to multiple candidates for directors and supervisors, and decide the candidates for directors and supervisors in turn according to the number of votes.
Article 3 when voting on the election of directors and supervisors at the general meeting of shareholders, the cumulative voting system may be implemented in accordance with the provisions of the articles of association or the resolutions of the general meeting of shareholders. When the proportion of shares owned by a single shareholder of the company and its persons acting in concert is 30% or more, the cumulative voting system shall be adopted.
Article 4 the term “Directors” in this system includes independent directors and non independent directors, and the term “supervisors” refers to supervisors not held by employee representatives. Directors and supervisors held by employee representatives shall be democratically elected or replaced by the company’s employees, and the relevant provisions of this system shall not apply.
Article 5 in order to ensure that the election of independent directors meets the requirements, the election of independent directors and non independent directors of the company shall be conducted separately, and the cumulative voting system shall be adopted. The specific operations are as follows:
When electing independent directors, the voting rights of shareholders attending the meeting are equal to the product of the total number of shares they hold multiplied by the number of independent directors to be elected at the shareholders’ meeting. This part of voting rights can only be invested in the candidates for independent directors at the shareholders’ meeting.
When electing non independent directors, the product of the number of voting rights of shareholders attending the meeting and the total number of shares held by them multiplied by the number of non independent directors to be elected at the general meeting of shareholders, and this part of voting rights can only be invested in the candidates for non independent directors at the general meeting of shareholders.
Article 6 when the company elects supervisors, the number of votes held by shareholders attending the meeting is equal to the product of the total 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 invested in the supervisors at the shareholders’ meeting
Eaglerise Electric & Electronic (China) Co.Ltd(002922) cumulative voting system of general meeting of shareholders
candidate.
Article 7 when the general meeting of shareholders elects only one director or supervisor, the cumulative voting system is not applicable.
Article 8 when more than two directors and supervisors are to be elected at a shareholders’ meeting, the board of directors shall indicate in the notice of convening the shareholders’ meeting that the cumulative voting system is adopted for the election of directors and supervisors.
Article 9 when applying the cumulative voting system to elect directors and supervisors of the company, the following specific voting methods shall be followed:
(I) the staff of the general meeting of shareholders shall issue ballot papers for the election of directors or supervisors. Each ballot paper of voting shareholders shall indicate the number of shares of the company they hold and the cumulative maximum voting limit of the ballot paper.
(II) all shareholders have the right to arbitrarily distribute the number of election votes they have to the number of candidates according to their own wishes (the proxy shall comply with the instructions of the power of attorney of the principal), and vote for one candidate or several candidates in a centralized way.
(III) if the number of voting votes cast by a shareholder exceeds the number of voting votes he has, or if the number of votes cast in the differential election exceeds the number of candidates to be elected, the number of votes cast by the shareholder is calculated according to the number of voting rights actually owned by the shareholder; If the shareholder invests in several candidates, the vote counter shall point out to the shareholder and ask him to reconfirm the number of voting rights allocated to each candidate until the number of voting rights he invests is not greater than the number of voting rights he has. If the shareholder refuses to reconfirm after being pointed out by the vote counter, all the votes cast by the shareholder will be invalidated and deemed as abstention.
(IV) when a shareholder’s vote is equal to or less than all the voting votes legally owned by him, the vote is valid, and the difference between the cumulative voting votes and the actual voting votes shall be deemed as abstention.
The chairman of the general meeting of shareholders shall clearly explain the above precautions to the shareholders attending the meeting at the meeting, and the vote counter shall carefully check the votes to ensure the fairness and effectiveness of the voting.
Article 10 election principles of directors and supervisors:
(I) candidates for directors and supervisors shall determine whether they can be elected as directors and supervisors in the order of votes, but the votes of each elected director and supervisor must exceed 1 / 2 of the total shares held at the general meeting of shareholders. If two or more candidates for directors and supervisors have the same total number of votes, and the total number of votes is the least among the candidates for directors and supervisors, if all the election will lead to the number of directors and supervisors exceeding the number of directors and supervisors to be elected at the general meeting of shareholders, the general meeting of shareholders shall conduct a second round of election for the candidates for directors and supervisors with the same total number of votes according to the procedures specified in this system, and the winner cannot be determined in the second round of election, It shall be elected at the next general meeting of shareholders.
(II) if the number of votes of candidates for directors and supervisors is less than 1 / 2 of the total number of shares held at the general meeting of shareholders, and the number of directors and supervisors is less than the number of candidates to be elected due to the provisions of this article, the candidates for non elected directors and supervisors shall be elected
Eaglerise Electric & Electronic (China) Co.Ltd(002922) cumulative voting system of general meeting of shareholders
The second round of election shall be conducted in accordance with the procedures specified in this system. If the elected person is not elected after the second round of election, the company shall re elect the vacant directors and supervisors at the subsequent general meeting of shareholders in accordance with the articles of association and this system. (III) after the shareholders’ voting is completed, the accounting staff of the shareholders’ meeting shall count the votes, announce the total number of votes obtained by each director and supervisor candidate, and determine the elected directors and supervisors according to the total number of directors or supervisors determined in the articles of Association; The chairman of the meeting shall announce the list of elected directors and supervisors on the spot.
Article 11 the terms “above” and “within” in this system include this number; “Less than”, “less than” and “too” do not include this number.
Article 12 in case of matters not specified in the system or relevant provisions inconsistent with the company law, securities law and other laws, regulations, normative documents and articles of association, relevant laws, regulations, normative documents and articles of association shall prevail.
Article 13 these Rules shall be formulated by the board of directors and shall come into force after being submitted to the general meeting of shareholders for deliberation and approval, and the same shall apply when amended.
Article 14 the board of directors shall be responsible for the interpretation of these rules.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) March 18, 2002
