Wantai Bioaccumulative Voting Implementation Rules (revised in November 2025)
Beijing Wantai Biopharmaceutical Co., Ltd. Cumulative Voting Implementation Rules Beijing Wantai Biopharmaceutical Co., Ltd. Cumulative Voting Implementation Rules
November 2025
Beijing Wantai Biopharmaceutical Co., Ltd. Cumulative Voting Implementation Rules
Beijing Wantai Biopharmaceutical Co., Ltd.
Cumulative voting implementation details
(Revised November 2025)
Chapter 1 General Provisions
Article 1 In order to further improve the corporate governance structure of Beijing Wantai Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), standardize the election of the company's directors, ensure that all shareholders fully exercise their rights, and safeguard the interests of small and medium-sized shareholders, these detailed rules are formulated in accordance with the China Securities Regulatory Commission's "Code of Corporate Governance for Listed Companies", the Articles of Association of Beijing Wantai Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations.
Article 2 When a company’s shareholders’ meeting elects two or more non-independent directors, or when it elects two or more independent directors, a cumulative voting system shall be adopted.
Article 3 The cumulative voting system referred to in these Implementation Rules refers to a voting method adopted by the company’s shareholders’ meeting when electing two or more (including two) directors. That is, when the company elects directors, each share with voting rights has the same voting rights as the number of directors to be elected, and the voting rights owned by shareholders can be used collectively.
Article 4 The “directors” referred to in these Implementation Rules include independent directors and non-independent directors. Directors who are employee representatives are democratically elected or replaced by the company’s employees. The relevant provisions of these Implementation Rules do not apply.
Article 5 The number and structure of directors elected by the shareholders’ meeting shall comply with the provisions of the Articles of Association.
Article 6 The term of directors elected by the company through the cumulative voting system will not implement a staggered term system, that is, the term of directors who are supplemented due to vacancies during the term shall be the remaining term of the current term and will not serve across terms.
Chapter 2 Nomination of Director Candidates
Article 7 The company shall determine director candidates in accordance with the methods and procedures stipulated in the Articles of Association to ensure that the election is open, fair and impartial.
Article 8 The company reminds shareholders, especially public shareholders, in the notice of convening the shareholders’ meeting that in addition to the director candidates announced by the board of directors, shareholders individually or collectively holding more than 1% of the company’s shares may submit new director candidate proposals 10 days before the shareholders’ meeting.
Beijing Wantai Biopharmaceutical Co., Ltd. Cumulative Voting Implementation Rules
Article 9 When all proposals propose more candidates than the number of candidates eligible for election, a margin election shall be held.
Chapter 3 Voting Principles of Cumulative Voting System
Article 10 When the shareholders’ meeting votes on director candidates, the voting rights of each shareholder are equal to the number of shares they hold multiplied by the number of directors to be elected.
Article 11 When the shareholders' meeting votes on director candidates, shareholders may exercise their voting rights collectively and vote all their voting rights on one or several director candidates; they may also vote their voting rights separately on all director candidates.
Article 12 The number of candidates voted by each voting shareholder cannot exceed the number of candidates eligible for election.
Article 13 If the total number of voting rights exercised by a shareholder on one or several director candidates is more than the total voting rights owned by the shareholder, the shareholder's vote shall be invalid; if the total number of voting rights exercised by the shareholder on one or several director candidates is less than the total voting rights owned by the shareholder, the shareholder's vote shall be valid, and the difference shall be deemed as a waiver of voting rights.
Article 14 Independent directors and non-independent directors shall vote separately.
Chapter 4 Principles for the Election of Directors
Article 15 The director candidates are ranked from high to low based on the total number of votes they receive. The director candidates who are ranked before the number of directors to be elected this time (inclusive) are elected, but the total number of votes for elected directors should exceed one-half of the total number of voting shares held by shareholders attending the shareholders' meeting (based on the number of unaccumulated shares).
Article 16 If two or more candidates obtain the same total number of votes, and the total number of votes obtained is the smallest among the candidates to be elected, and if all of them are elected, the number of elected candidates will exceed the number of candidates to be elected, the shareholders' meeting shall re-elect the director candidates who obtain the same total number of votes according to the prescribed procedures. The cumulative voting system will still be implemented in the re-election.
Article 17 If the number of directors elected at the shareholders' meeting does not exceed one-half of the number of candidates, the election fails, and the original board of directors will continue to perform its duties and organize and implement the next round of election procedures as soon as possible. If the number of elected directors exceeds half of the number of candidates but is less than one-half of the number of candidates, a new board of directors will be established, and the new board of directors can re-elect the vacant seats or restart the nomination, qualification review, election and other procedures.
Chapter 5 Special Operation Procedures for Cumulative Voting System
Beijing Wantai Biopharmaceutical Co., Ltd. Cumulative Voting Implementation Rules
Article 18 When a company adopts the cumulative voting system to elect directors, it shall make a special statement in the notice of convening the shareholders' meeting.
Article 19 Before the shareholders’ meeting elects directors, the implementation details of the cumulative voting system formulated by the company and approved by the shareholders’ meeting shall be issued or announced to shareholders.
Article 20 The convener of the shareholders' meeting must prepare a ballot suitable for cumulative voting. The ballot should indicate: the name of the meeting, the name of the director candidate, the name of the shareholder, the name of the agent, the number of shares held, the number of votes cast in cumulative voting, the voting time, and a description and explanation of the cumulative voting method, ballot filling method, and vote counting method in a prominent position on the ballot.
Article 21 When a company adopts the cumulative voting system to elect directors, shareholders can vote in person or entrust others to vote on their behalf.
Chapter 6 Supplementary Provisions
Article 22 Matters not covered in these detailed rules shall be implemented in accordance with relevant laws, regulations and the relevant provisions of the "Articles of Association"; if these detailed rules conflict with laws and regulations promulgated by the country in the future or the "Articles of Association" revised through legal procedures, they shall be implemented in accordance with the provisions of relevant national laws, regulations and the "Articles of Association" and shall be revised immediately and submitted to the company's shareholders' meeting for review after being reviewed and approved by the board of directors.
Article 23 If any situation not listed in these Implementation Rules arises during the election of the shareholders' meeting, it shall be resolved through consultation among the shareholders present at the meeting. If consensus cannot be reached, the decision shall be based on the opinions of more than half of the shareholders attending the shareholders' meeting with voting rights.
Article 24 These detailed rules shall be implemented after being reviewed and approved by the shareholders' meeting.
Article 25 The company’s board of directors is responsible for interpreting these rules.