Keeson Technology Corporation Limited(603610)
Implementation rules of cumulative voting system
Article 1 in order to further standardize the operation of the company and fully safeguard the legitimate rights and interests of minority shareholders, the detailed rules for implementation are hereby formulated in accordance with the company law of the people’s Republic of China, the standards for the governance of listed companies, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 2 – business handling and other relevant laws and regulations, as well as the articles of association, rules of procedure of the general meeting of shareholders and other relevant provisions.
Article 2 these implementation rules are applicable to the proposal to elect or change more than two (including two) directors or supervisors.
Article 3 the term “director” as mentioned in these detailed rules includes independent directors and non independent directors.
The “supervisor” mentioned in the detailed rules refers to the supervisor appointed by the representative of the shareholder unit. The supervisor held by the employee representative shall be democratically elected or replaced by the company’s employees, which is not applicable to the relevant provisions of these implementation rules. Article 4 the cumulative voting system mentioned in the detailed rules refers to the election or replacement of directors and supervisors at the general meeting of shareholders. Each share with voting rights has the same voting rights as the number of directors or supervisors to be elected. Shareholders can use all their voting rights to vote for one person or several people, The product of the total number of shares held by each shareholder and the number of directors to be elected is the total number of voting rights legally owned by each shareholder to elect directors; The product of the total number of shares held by each shareholder and the number of supervisors to be elected is the total number of voting rights he legally has to elect supervisors.
If the company adopts the cumulative voting system to elect directors and supervisors, it shall list the candidates according to the following proposal groups in the notice and announcement of the general meeting of shareholders and submit them for voting:
(1) Candidates for non independent directors;
(2) Candidates for independent directors;
(3) Candidates for supervisors.
Article 5 before the general meeting of shareholders votes to elect directors or supervisors, the chairman of the general meeting shall read out the explanation of the cumulative voting system and answer the questions related to the cumulative voting of shareholders. The description can introduce the voting method of cumulative voting by taking the following example: “in this election, n directors, if the shareholders hold the company’s voting rights
If there are 100000 shares, the shareholder shares 100000 shares × N votes. The shareholder may × N votes can be cast for one director candidate, or 10 votes can be cast × N votes were divided among several candidates. “
Article 6 shareholders of the company may vote all their voting rights to one of the candidates in a centralized manner or to several people in a decentralized manner, but their cumulative voting rights shall not exceed the total number of voting rights specified in Article 5 of these detailed rules.
Article 7 the specific steps of applying the cumulative voting system to elect directors of the company are as follows:
(I) when electing directors at the general meeting of shareholders, the voting shareholders must indicate all the candidates for directors elected on one ballot and indicate the number of voting rights they use after each director candidate they elect;
(II) if the total number of voting rights used by the shareholder on the ballot is less than or equal to the number of votes legally owned by the shareholder, the ballot is valid;
(III) if the total number of voting rights used by the shareholder on the ballot exceeds the number of votes legally owned by him, it shall be handled differently according to the following circumstances:
1. If the shareholder’s voting right is for only one candidate, it shall be calculated according to the voting right legally owned by the shareholder;
2. If the shareholder disperses his voting rights to several candidates, the scrutineer shall point out to the shareholder and ask him to reconfirm the amount of voting rights allocated to each candidate until the total number of voting rights he has cast is not greater than the number of voting rights he legally owns. If the shareholder still does not reconfirm after being pointed out by the scrutineer, the vote cast by the shareholder will be invalidated and deemed as the shareholder’s waiver;
(IV) after the voting, the scrutineer of the shareholders’ meeting shall count the votes and announce the votes of each director candidate. According to the number of votes obtained by all candidates and limited to the number of directors to be elected, the elected directors shall be selected from high to low, but each elected director must obtain more than half of the shares held by the shareholders attending the shareholders’ meeting;
(V) if, according to the provisions of (IV) of this article, two or more candidates for directors have the same votes, and the number of elected directors may exceed the number of directors to be elected according to the number of votes, they shall be treated as follows:
1. If the above-mentioned candidates for elected directors get the same number of votes, they shall be re elected;
2. When the last two or more directors who can be elected have the same votes, the other candidate directors who rank before them will be elected. At the same time, the last two or more directors who have the same votes will be re elected in accordance with this article. The number of candidates to be elected is the difference between the number of candidates to be elected at this shareholders’ meeting and the number of candidates to be elected in the previous election, and the candidates are the last two or more directors who have the same votes;
(VI) if the number of directors elected is less than the number of directors to be elected due to the fact that the number of candidates for directors does not exceed half of the shares held at the shareholders’ meeting, the director candidates who meet the number of votes will be elected automatically. The remaining candidates shall be re elected and voted at the general meeting of shareholders, and the directors elected shall be determined in accordance with the above operating rules. If the statutory minimum number of directors cannot be reached after three rounds of election at the general meeting of shareholders, the original directors cannot leave office, and the board of directors shall convene the general meeting of shareholders again as soon as possible within the time specified in the articles of association and the rules of procedure of the general meeting of shareholders and re elect the candidates for vacant directors; The newly elected directors elected at the previous general meeting of shareholders are still valid, but their term of office shall be postponed until the number of newly elected directors reaches the quorum or the number specified in the articles of association.
Article 8 the supervisors elected by the shareholders’ meeting as shareholders’ representatives shall be implemented in accordance with the steps of electing directors in Article 7 of these implementation rules. According to the number of votes obtained by all candidates and limited to the number of supervisors to be elected, the elected supervisors shall be selected from high to low, but each elected supervisor must obtain more than half of the shares held by the shareholders attending the shareholders’ meeting. In the first round of election, when more than two candidates for supervisors get the same votes, and the number of elected supervisors may exceed the number of supervisors to be elected, the second round of election shall be held. The number of people to be elected in the second round of election is the difference between the number of people to be elected at the shareholders’ meeting and the number elected in the previous round of election. The candidates are the last two or more supervisors with the same votes. In the first round, if the number of supervisors elected is less than the number of supervisors to be elected due to the fact that the number of supervisors candidates does not exceed half of the shares held at the general meeting of shareholders, the remaining candidates for supervisors will be elected in the second round. The number of supervisors to be elected is the difference between the number of supervisors to be elected at the general meeting of shareholders and the number of supervisors elected in the previous round.
Article 9 in order to ensure that the number of independent directors elected meets the provisions of the articles of association, the election of independent directors and non independent directors shall be conducted separately to ensure the proportion of independent directors. The specific operations are as follows:
In the election of independent directors, the voting rights of each shareholder shall be equal to the product of the number of shares held by him multiplied by the number of independent directors to be elected. The number of votes can only be cast on the candidates for independent directors of the company.
Article 10 the company shall perform the following information disclosure obligations related to the cumulative voting system:
(I) the voting system adopted;
(II) the absolute number of votes obtained by the elected directors and supervisors;
(III) other relevant matters that the board of directors or independent directors think should be notified to all shareholders.
Article 11 the nomination procedures and methods of candidates for directors, independent directors and supervisors shall be implemented in accordance with the provisions of the articles of association.
Article 12 these implementation rules are the supporting provisions of the articles of association and the rules of procedure of the general meeting of shareholders. In case of any conflict, the relevant provisions of the articles of association and the rules of procedure of the general meeting of shareholders shall prevail.
Article 13 these Implementation Rules shall come into force and be implemented after being approved by the general meeting of shareholders.
Article 14 the board of directors of the company shall be responsible for the interpretation of these implementation rules.
