Jiangsu Bide Science And Technology Co.Ltd(605298)
Implementation rules for cumulative voting
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of the company and ensure that shareholders fully exercise their rights, these implementation rules are hereby formulated in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the company law), the governance standards of listed companies, the rules for the general meeting of shareholders of listed companies (revised in 2022) and the Jiangsu Bide Science And Technology Co.Ltd(605298) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the cumulative voting system referred to in these Detailed Rules refers to that when two or more directors (or supervisors) are elected at the general meeting of shareholders of the company, the number of votes held by ordinary shareholders (including preferred shareholders whose voting rights are restored) attending the general meeting of shareholders is equal to the product of the number of voting shares held by them multiplied by the number of directors (or supervisors) to be elected, Shareholders attending the meeting can vote for one Director (or supervisor) candidate in total, or vote for more than one Director (or supervisor) candidate in a scattered way, and decide the director (or supervisor) candidate in turn according to the number of votes obtained.
Article 3 the term “director” as mentioned in these detailed rules includes independent directors and non independent directors. The term “supervisor” as mentioned in the detailed rules refers to the supervisor held by non employee representatives. 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 number and structure of directors and supervisors elected by the general meeting of shareholders shall comply with the provisions of the articles of association.
Article 5 The term of office of the directors and supervisors elected by the company through the cumulative voting system shall not implement the staggered term system, that is, the term of office of the directors and supervisors elected by election due to vacancy during the term of office shall be the remaining term of office of the current term and shall not serve across terms. In case of multiple rounds of elections at the general meeting of shareholders, the cumulative votes of shareholders shall be recalculated according to the number of directors or supervisors to be elected in each round.
Chapter II nomination of candidates for directors or supervisors
Article 6 the nomination of candidates for directors and supervisors of the company shall comply with the requirements of the company law, the guidelines for the governance of listed companies, the rules for the general meeting of shareholders of listed companies (revised in 2022), the articles of association and other laws, regulations and internal rules of the company. Among them, the nomination of independent directors shall also comply with the provisions of the rules for independent directors of listed companies (2022).
Article 7 the nominee shall obtain the consent of the nominee before nomination.
Article 8 the nominees shall submit personal details to the board of directors of the company, including but not limited to: name, gender, age, nationality, educational background, work experience, part-time work, relationship with the nominees, whether there is any affiliated relationship with the company or the controlling shareholder and actual controller of the company, and the number of shares held by the company (if any), Whether they have been subject to administrative punishment by the China Securities Regulatory Commission and other relevant government departments or regulatory measures of the stock exchange, and whether there are circumstances in which they are not allowed to serve as directors as stipulated in laws, regulations, rules and normative documents. Candidates for independent directors shall also state whether they have the qualification and independence to serve as independent directors. Article 9 the candidates for directors or supervisors shall make a written commitment before the shareholders’ meeting, agree to accept the nomination and disclose their details, promise that the publicly disclosed information of the candidates for directors or supervisors is true and complete, and ensure that they will earnestly perform their duties after being elected. Candidates for independent directors shall also make a public statement that there is no relationship between themselves and the company that affects their independent and objective judgment.
Article 10 after receiving the information of the nominees, the board of directors of the company shall carefully review the qualifications of the nominees in accordance with the provisions of the company law, and the nominees who meet the qualifications shall become candidates for directors or supervisors. Candidates for directors or supervisors may be more than the number of directors or supervisors specified in the articles of association.
Chapter III voting and election of directors or supervisors
Article 11 the election of independent directors, non independent directors and supervisors of the company shall be conducted separately, and the cumulative voting system shall be adopted. The specific operations are as follows:
（1） When electing independent directors, the number of votes held by the shareholders present is equal to the product of the number of voting shares of the company held by them multiplied by the number of independent directors to be elected. The number of votes can only be cast for the independent director candidates at the shareholders’ meeting.
（2） When electing non independent directors, the number of votes held by the shareholders present is equal to the product of the number of voting shares of the company held by them multiplied by the number of non independent directors to be elected. The number of votes can only be cast for the candidates of non independent directors at the general meeting of shareholders.
（3） When electing supervisors, the number of votes held by the shareholders present is equal to the product of the number of voting shares of the company held by them multiplied by the number of supervisors to be elected. The number of votes can only be cast on the supervisor candidates at the shareholders’ meeting. Article 12 the Secretary of the board of directors of the company shall remind the shareholders attending the meeting to carefully calculate and check their cumulative votes before each round of cumulative voting. In case of any doubt, shareholders shall immediately consult the staff of the general meeting of shareholders.
Article 13 cumulative voting methods are as follows:
（1） The staff of the general meeting of shareholders shall issue ballots for the election of directors (or supervisors). The ballots must indicate the number of voting shares held by the voting shareholders and the cumulative maximum voting limit of the ballots, and indicate the number of ballots used after each director (or supervisor) elected by them;
（2） The number of votes of directors (or supervisors) cast by each shareholder shall not exceed the maximum number of votes of directors (or supervisors), and the number of candidate directors (or supervisors) cast shall not exceed the number of directors (or supervisors) to be elected;
（3） If the number of votes for directors (or supervisors) cast by a shareholder exceeds the maximum number of votes for directors (or supervisors) owned by the shareholder, all votes of the shareholder in this round will be invalid;
（4） If the number of candidate directors (or supervisors) cast exceeds the number of directors (or supervisors) to be elected, all votes of the shareholder in this round shall be invalid;
（5） If the total number of votes used by the shareholder on the ballot is less than or equal to the number of valid votes legally owned by the shareholder, the ballot is valid, and the difference is deemed to be a waiver;
（6） After voting, the scrutineer of the general meeting of shareholders shall count the votes, announce the votes of each director (or supervisor) candidate, and decide the director (or supervisor) candidate according to the number of votes obtained by the director (or supervisor) candidate.
Article 14 election principles of directors (or supervisors):
（1） The number and structure of directors (or supervisors) elected by the general meeting of shareholders shall comply with the provisions of the articles of association. Candidates for directors (or supervisors) shall decide whether to be elected according to the number of votes, but the number of votes of each elected director (or supervisor) must exceed half of the effective voting shares held by shareholders attending the general meeting of shareholders (subject to the number of shares not accumulated);
（2） If the number of candidates for directors (or supervisors) elected at the general meeting of shareholders exceeds the number of candidates to be elected, they shall be ranked according to the number of votes, and the one who obtains the more votes shall be elected. If the number of elected directors (or supervisors) is less than the number of directors (or supervisors) to be elected, but the number of elected directors (or supervisors) exceeds the minimum quorum specified in the company law or more than two-thirds (including two-thirds) of the members of the board of directors (or the board of supervisors) specified in the articles of association, the vacancy shall be filled by election at the next general meeting of shareholders.
If the number of elected directors (or supervisors) is less than the number of directors (or supervisors) to be elected and less than two-thirds of the minimum quorum specified in the company law or the number of members of the board of directors (or supervisors) specified in the articles of association, a second round of election shall be held for the candidates who are not elected directors (or supervisors). If the above requirements are not met after the second round of election, the general meeting of shareholders shall be convened again within two months after the conclusion of the general meeting of shareholders to elect the vacant directors (or supervisors);
（3） If two or more candidates cannot be elected because of the same number of votes, a second round of election shall be held for the candidate. If the winner cannot be determined in the second round of election, another election shall be held at the next shareholders’ meeting. If the members of the board of directors (or the board of supervisors) are less than two-thirds of those specified in the articles of association, the general meeting of shareholders shall be convened again within two months after the conclusion of the general meeting of shareholders to elect the vacant directors (or supervisors).
Article 15 before voting on the candidates of directors (or supervisors) at the general meeting of shareholders, the chairman of the general meeting shall clearly inform the shareholders attending the meeting to implement the cumulative voting method for the candidate directors (or supervisors). The board of directors must prepare votes suitable for the cumulative voting method, and the Secretary of the board of directors shall explain and explain the cumulative voting method and the filling method of votes, so as to ensure the correct exercise of shareholders’ voting rights.
Chapter IV supplementary provisions
Article 16 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict between the implementation rules and the laws, regulations, normative documents issued in the future or the articles of association modified by legal procedures, the provisions of relevant laws, regulations, normative documents and the articles of association shall prevail.
Article 17 the board of directors of the company shall be responsible for the interpretation of these implementation rules.
Article 18 the implementation rules shall come into force on the date of deliberation and approval by the general meeting of shareholders of the company.
