Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) detailed rules for the implementation of cumulative voting system
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Implementation rules of cumulative voting system
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of the company, standardize the election of directors and supervisors, ensure that shareholders fully exercise their rights and safeguard the interests of small and medium-sized investors, in accordance with the company law of the people’s Republic of China, the standards for corporate governance of listed companies and the stock listing rules of Shenzhen Stock Exchange These implementation rules are hereby formulated in accordance with the guidelines for the supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant provisions of the articles of association.
Article 2 the cumulative voting system referred to in these Rules refers to that when the company elects directors and supervisors at the general meeting of shareholders, the voting rights of shareholders attending the general meeting of shareholders are equal to the product of the total number of shares held by them multiplied by the number of directors and supervisors to be elected. Shareholders attending the meeting can invest all their voting rights in one candidate for directors and supervisors, or disperse their voting rights in multiple candidates for directors and supervisors The number of supervisors shall be determined according to the number of directors and supervisors to be elected, whichever obtains the higher vote.
When voting on the election of directors and supervisors at the general meeting of shareholders, the cumulative voting system shall be implemented.
The term “Directors” as mentioned in these rules includes independent directors and non independent directors, and the term “supervisors” refers to supervisors not held by employee representatives. The supervisor held by the employee representative shall be democratically elected or replaced by the company’s employees, and the relevant provisions of these Implementation Rules shall not apply.
Article 3 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 number of voting rights of shareholders attending the meeting is 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 number of voting rights of shareholders attending the meeting is equal to the product of the total number of shares they hold multiplied by the number of non independent directors to be elected at the shareholders’ meeting. This part of voting rights can only be invested in the candidates for non independent directors at the shareholders’ meeting.
Article 4 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 general meeting of shareholders, and this part of the voting rights can only be invested in the general meeting of shareholders
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) detailed rules for the implementation of cumulative voting system
Candidates for supervisors of the board of directors.
Article 5 when it is proposed to elect directors and supervisors 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 6 when the general meeting of shareholders elects directors and supervisors, the voting shareholders must indicate all the directors and supervisors elected on one ballot, and mark the number of votes they use after each director and supervisor they elect. When a shareholder attending the meeting votes, if the total number of votes used by the shareholder on the ballot exceeds the number of votes legally owned by the shareholder, the ballot will be invalid; Otherwise, it is a valid vote.
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.
After voting, the vote counter shall count the votes and announce the number of votes obtained by each candidate for director and supervisor.
Article 7 the list of candidates for directors and supervisors shall be submitted to the shareholders’ meeting for voting in the form of proposals.
Candidates for directors may be proposed by the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the issued shares of the company, and shall be elected and decided by the general meeting of shareholders.
The candidates for supervisors are composed of shareholders’ representatives and the company’s employee representatives in the proportion specified in the articles of association. Non employee supervisors in the board of supervisors may be nominated by the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the issued shares of the company, and elected by the general meeting of shareholders. Employee representatives shall be democratically elected by the employees of the company.
When the general meeting of shareholders elects two or more directors or supervisors, a cumulative voting system shall be implemented.
The cumulative voting system mentioned in the preceding paragraph refers to that when the 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. The board of directors shall announce the resumes and basic information of the candidate directors and supervisors to the shareholders. The details are as follows:
(I) each voting share held by the shareholders attending the meeting has the voting right equal to the number of directors and supervisors to be elected;
(II) shareholders can vote all the voting rights of their shares to one candidate director or supervisor, or to several candidate directors or supervisors;
(III) the product of the total number of voting shares represented by shareholders attending the general meeting of shareholders and the number of directors and supervisors to be elected is the total number of effective voting rights;
(IV) the number of votes cast by shareholders on a single director or supervisor candidate may be higher or lower than the number of voting shares held by them, and need not be an integral multiple of the number of shares, but the total shall not exceed the effective number held by them
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) detailed rules for the implementation of cumulative voting system
The total number of voting rights;
(V) after the voting, the elected directors and supervisors shall be selected from the highest to the lowest among the candidates who obtain more than half of the voting shares at the meeting according to the number of votes obtained by all candidates and limited to the number of directors and supervisors to be elected;
(VI) if two or more candidates for directors and supervisors get the same number of votes, and the number of elected directors and supervisors may exceed the number of directors and supervisors to be elected according to the number of votes, they shall be handled according to the following circumstances:
When the above candidates for directors and supervisors who can be elected have the same number of votes, they shall be re elected;
When the last two or more candidates for directors and supervisors who can be elected have the same votes, the other candidate directors and supervisors who rank before them will be elected, and at the same time, the last two or more candidate directors and supervisors who have the same votes will be re elected;
The above directors and supervisors shall be elected from high to low according to the number of votes obtained. If the number of directors and supervisors to be elected cannot be reached after three rounds of election by the general meeting of shareholders, it shall be implemented in accordance with paragraphs (VIII) and (IX) of this article.
(VII) if the number of elected directors and supervisors is less than the number of directors and supervisors to be elected, they shall be ranked according to the number of votes obtained by the candidates, and all candidates shall be re elected after eliminating the last one; If the number of directors and supervisors elected is only less than one director and supervisor to be elected, or the number of directors and supervisors elected through three rounds of general meeting of shareholders is still less than the number of directors and supervisors to be elected, the company shall convene the board of directors and the board of supervisors within 15 days, reconvene the extraordinary general meeting of shareholders and re elect the candidates for vacant directors and supervisors, and the newly elected directors and supervisors at the previous general meeting of shareholders shall remain valid;
(VIII) if the number of directors and supervisors (including newly elected directors and supervisors) fails to reach the minimum number of directors and supervisors specified by law or the articles of association after the above election, the original directors and supervisors cannot leave their posts, and the company shall convene the board of directors and the board of supervisors within 15 days, reconvene the extraordinary general meeting of shareholders and re elect the vacant directors and supervisors; The newly elected directors and supervisors 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 and supervisors reaches the minimum number specified in the statutory or the articles of Association;
(IX) when the shareholders’ meeting deliberates the proposal on the election of directors and supervisors, it shall vote on each candidate of directors and supervisors one by one;
(x) independent directors and non independent directors of the company shall be elected separately and voted separately.
Article 8 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) detailed rules for the implementation of cumulative voting system
Article 9 for the amendment of the implementation rules, the board of directors shall propose the amendment proposal and submit it to the general meeting of shareholders for approval. Article 10 the implementation rules shall come into force after being deliberated and approved by the general meeting of shareholders.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
April, 2002
