Bece Legend Group Co.Ltd(000803)
Implementation rules of cumulative voting system
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further improve the corporate governance structure of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as “the company”), standardize the election of directors and supervisors of the company and safeguard the interests of minority shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the governance standards of listed companies and the rules of the general meeting of shareholders of listed companies issued by the CSRC The detailed rules are formulated in combination with the actual situation of the company, including the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, administrative regulations, normative documents and the relevant provisions of the Bece Legend Group Co.Ltd(000803) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 the cumulative voting system mentioned in these Rules refers to that when the general meeting of shareholders of the company 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. That is, the number of election votes owned by shareholders is equal to the product of the number of shares held by shareholders and the number of directors or supervisors to be elected. Shareholders can vote collectively to elect a candidate director or supervisor, or exercise the number of election votes separately to vote for several candidate directors or supervisors, and finally decide to be elected director or supervisor according to the number of votes. Article 3 when voting on the election of directors and supervisors at the general meeting of shareholders, if the proportion of shares owned by a single shareholder of the company and its persons acting in concert is more than 30%, the cumulative voting system shall be adopted.
Article 4 the term “director” in these rules includes independent directors and non independent directors. The “supervisor” mentioned in these Rules refers to the supervisor on behalf of shareholders. The employee representative supervisors in the board of supervisors shall be democratically elected by the employees of the company through the employee congress, employee congress or other forms.
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 due to vacancy during the term of office is the same as the remaining term of the current board of directors and the board of supervisors, and they shall not serve across terms.
Chapter II nomination of candidates for directors and supervisors
Article 6 the company shall determine the candidates for directors and supervisors in accordance with the methods and procedures specified in the articles of association, and the list of candidates for directors and supervisors shall be submitted to the general meeting of shareholders for voting in the form of proposals.
Article 7 the board of directors and shareholders who individually or jointly hold more than 3% of the shares of the company may propose candidates for non independent directors; The board of directors and shareholders who individually or jointly hold 1% of the issued shares of the company may propose candidates for independent directors; The board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company may propose candidates for supervisors to be appointed by shareholders’ representatives.
Article 8 a nominee shall obtain the consent of the nominee before nominating. The nominees of directors and supervisors shall submit true and complete personal details to the board of directors or the board of supervisors of the company, including but not limited to name, gender, age, nationality, educational background, professional title, detailed work experience, all part-time jobs, relationship with the nominees, whether there is any situation unsuitable for serving as directors or supervisors, etc. The nominees of independent directors shall also state whether they have the qualification and independence to serve as independent directors.
Article 9 after receiving the information of the nominees, the board of directors and the board of supervisors 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.
Article 10 before the shareholders’ meeting for the election of independent directors is held, the company shall submit the relevant materials of the nominees to the Shenzhen Stock Exchange and other relevant regulatory authorities for the record in accordance with relevant laws and regulations.
Article 11 the nominees who meet the qualifications after being examined by the board of directors or the board of supervisors of the company become candidates. Candidates for directors or supervisors shall make a written commitment before the general meeting of shareholders, agree to accept the nomination and disclose their detailed information according to the needs of the company, promise that the disclosed personal information is true, accurate and complete, and ensure to earnestly perform the duties of directors or supervisors 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 12 where shareholders who individually or jointly hold more than 3% of the company’s shares put forward an interim proposal on nominating candidates for directors and supervisors, they shall put forward an interim proposal and submit it in writing to the convener of the general meeting of shareholders at the latest 10 days before the general meeting of shareholders, and submit the detailed information about candidates for directors and supervisors specified in the articles of association and these implementation rules at the same time. The convener shall verify the resume and basic information of the nominated candidates as soon as possible after receiving the nomination of directors and supervisors from the above shareholders.
Article 13 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will fully disclose the details of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information, especially in the company’s shareholders, actual controllers and other units;
(III) whether there are any circumstances specified in Article 101 of the articles of Association;
(IV) whether there is any relationship with the company or shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company;
(V) number of shares held by the company;
(VI) whether they have been punished by the Securities Regulatory Commission of the people’s Republic of China and other relevant departments and the stock exchange.
Article 14 when the company adopts the cumulative voting system to elect directors and supervisors, it shall specify it in the notice of convening the general meeting of shareholders, and clearly disclose the specific number of directors and supervisors to be elected. The number of election votes owned by shareholders shall be the number of shares with voting rights multiplied by the number of directors to be elected, and a prompt shall be given.
Article 15 the company shall submit the candidates for directors and supervisors to the general meeting of shareholders for deliberation according to different proposal groups of independent director candidates, non independent director candidates and shareholder supervisor candidates.
Article 16 when electing directors or supervisors through the cumulative voting system, equal elections can be implemented, that is, the number of candidates for directors or supervisors is equal to the number of directors or supervisors to be elected; Differential election can also be implemented, that is, the number of candidates for directors or supervisors is more than the number of directors or supervisors to be elected.
Chapter III election voting of cumulative voting system
Article 17 before the general meeting of shareholders votes on the candidates for directors and supervisors, the chairman of the general meeting of shareholders shall clearly inform the shareholders attending the meeting that the cumulative voting method is adopted to elect directors or supervisors, and the company shall prepare ballot papers suitable for the cumulative voting method, and explain the cumulative voting method and ballot filling method.
Article 18 the number of votes in the cumulative voting system shall be determined according to the following methods:
(I) the number of election votes held by shareholders is the number of voting shares held by them multiplied by the number of candidates. Each share held by shareholders has the same number of election votes as the number of directors or supervisors to be elected under each proposal group.
(II) before cumulative voting, shareholders can verify the specific cumulative votes with the Secretary of the board of directors of the company. In case of any objection, the independent directors, supervisors, vote supervisors or witness lawyers of the company shall immediately review and determine.
Article 19 the election of independent directors, non independent directors, shareholders’ representatives and supervisors shall be conducted item by item as different proposal groups, and the cumulative voting amount shall not be used interchangeably.
(I) when electing independent directors, the number of election votes each shareholder has is equal to the product of the number of voting shares held by him multiplied by the number of independent directors to be elected at the general meeting of shareholders. This part of the election votes can only be cast to the independent director candidates at the shareholders’ meeting.
(II) when electing non independent directors, the number of election votes owned by each shareholder is equal to the product of the number of voting shares held by each shareholder multiplied by the number of non independent directors to be elected at the general meeting of shareholders. This part of election votes can only be voted for the candidates of non independent directors at the general meeting of shareholders.
(III) when electing shareholders’ representative supervisors, the number of election votes owned by each shareholder is equal to the product of the number of shares with voting rights multiplied by the number of shareholders’ representative supervisors to be elected at the general meeting of shareholders. This part of election votes can only be cast on the candidates for shareholders’ representative supervisors at the general meeting of shareholders.
Article 20 when applying the cumulative voting system to elect directors and supervisors of the company, the following specific voting methods shall be followed: (I) when shareholders vote, indicate the cumulative voting votes for each director or supervisor candidate in the voting column of their election. Vote only for the affirmative vote, no negative vote and abstention vote.
(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) shareholders shall vote within the limit of the number of election votes of each proposal group. After exercising all the election votes they have for one or more directors and supervisors in the proposal group, they will no longer have the right to vote for other directors or supervisors in the proposal group.
(IV) if the number of votes cast by shareholders exceeds the number of votes they have, or if the number of votes cast in the differential election exceeds the number of votes to be elected, their votes cast by the proposal group shall not be regarded as valid votes and shall be deemed as abstention. When a shareholder’s vote is less than the total number of votes he has, the vote is valid, and the difference between the cumulative number of votes and the actual number of votes shall be deemed as abstention.
(V) after the voting at the shareholders’ meeting, two shareholders’ representatives, one supervisor’s representative and the witness lawyer shall be jointly responsible for counting and scrutinizing the votes, announcing the votes of each director or supervisor candidate, and determining the director or supervisor candidate according to the total number of directors or supervisors determined in the articles of association and the number of votes obtained by the director or supervisor candidate.
Chapter IV election of directors and supervisors
Article 21 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 22 candidates for directors or supervisors shall be ranked from the most votes to the least votes. According to the number of directors and supervisors to be elected, the number of directors and supervisors elected by each proposal group shall be determined in the order from the most votes to the least votes. However, the total votes of elected directors and supervisors shall exceed one-half of the total voting shares held by shareholders attending the general meeting of shareholders (subject to the number of shares not accumulated).
Article 23 If two or more candidates get the same number of votes and the election of the candidate will result in the number of elected directors or supervisors exceeding the number of directors or supervisors to be elected, such director or supervisor candidates cannot be elected. The candidates who are in front of such directors and supervisors shall be elected according to the number of election votes, and the vacant directors or supervisors shall be elected and filled at the next general meeting of shareholders.
Article 24 If the number of elected directors is less than two-thirds of the number specified in the company law or the articles of association, and the number of supervisors is less than the minimum number specified in the company law or the articles of association, the shareholders’ meeting shall be convened again within two months after the conclusion of the shareholders’ meeting to elect the vacant directors or supervisors.
Before the election of vacant directors and supervisors, the original directors and supervisors shall still perform their duties in accordance with laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 25 after the general meeting of shareholders determines the elected directors and supervisors, the chairman of the meeting shall announce the list of elected directors and supervisors on the spot. The new directors and supervisors shall take office immediately after the meeting.
Chapter V supplementary provisions
Article 26 matters not covered in these Rules shall be implemented in accordance with relevant laws, administrative regulations, rules, normative documents and the articles of association.
Article 27 the terms “above” and “within” in these rules include this number; “Guo” does not include this number.
Article 28 the detailed rules shall be interpreted and explained by the board of directors of the company.
