Tianyu Co., Ltd.: Implementation Rules of the Cumulative Voting System of Zhejiang Tianyu Pharmaceutical Co., Ltd.
Implementation Rules of the Cumulative Voting System of Zhejiang Tianyu Pharmaceutical Co., Ltd.
October 2025
Zhejiang Tianyu Pharmaceutical Co., Ltd. Cumulative voting system implementation details
Article 1 In order to further improve the legal person governance structure of Zhejiang Tianyu Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") and ensure that all shareholders of Zhejiang Tianyu Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") fully exercise their rights, these implementation rules are formulated in accordance with the China Securities Regulatory Commission's "Governance Code for Listed Companies", the Shenzhen Stock Exchange GEM Stock Listing Rules, the Articles of Association of Zhejiang Tianyu Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations.
Article 2 The cumulative voting system referred to in these Implementation Rules refers to a voting method adopted by the shareholders’ meeting when electing directors. That is, when the company elects directors, each share held by each shareholder has voting rights equal to the total number of directors to be elected. Shareholders can either use all their voting rights to elect one person centrally, or they can elect several directors in a distributed manner. Finally, the director candidates are decided in order according to the number of votes received.
Article 3 "Directors" as mentioned in these implementation rules include independent directors and non-independent directors, but do not include employee representative directors. Employee representative directors are democratically elected or replaced by the company's employees, and the relevant provisions of these Implementation Rules do not apply.
Article 4 The number and structure of directors elected by the shareholders’ meeting shall comply with the provisions of the company’s articles of association. When a single shareholder of the company and its persons acting in concert hold an equity ratio of 30% or more, the cumulative voting system shall be used to elect directors.
Article 5 Before the shareholders' meeting votes on the director candidates, the host of the meeting should clearly inform the shareholders attending the meeting that cumulative voting will be implemented for candidate directors, and the staff of the shareholders' meeting should prepare ballots suitable for cumulative voting. The secretary of the board of directors shall explain and explain the cumulative voting method and the method of filling out the ballot.
Article 6 The specific voting methods for electing company directors using the cumulative voting system are as follows:
(1) Counting method of votes in cumulative voting system
The product of the number of voting shares held by each shareholder multiplied by the number of directors elected at this shareholders’ meeting is the cumulative number of votes cast by that shareholder this time.
When the shareholders' meeting conducts multiple rounds of elections, the cumulative votes of shareholders shall be recalculated based on the number of directors to be elected in each round of elections.
(2) In order to ensure that the number of elected independent directors complies with the provisions of the company's articles of association, separate voting methods are used for the election of independent directors and non-independent directors. The specific operations are as follows:
- When electing independent directors, the number of voting rights held by each shareholder is equal to the product of the total number of shares held by the shareholder multiplied by the number of independent directors to be elected at the shareholders’ meeting. This part of the voting rights can only be invested in the independent director candidates for this shareholders’ meeting;
Zhejiang Tianyu Pharmaceutical Co., Ltd. Cumulative voting system implementation details
- When electing non-independent directors, the number of voting rights held by each shareholder is equal to the product of the total number of shares held by the shareholder multiplied by the number of non-independent directors to be elected at the shareholders' meeting. This part of the voting rights can only be cast toward the non-independent director candidates at the shareholders' meeting.
(3) Voting methods
All shareholders have the right to vote for any one director candidate individually or entirely according to their own wishes (the agent should comply with the instructions of the principal's authorization letter), but the number of candidate directors voted cannot exceed the number of directors to be elected.
When the total number of concentrated or dispersed votes exercised by a shareholder on one or several director candidates is greater than the cumulative number of votes cast, the shareholder's vote will be invalid and deemed to have given up the vote.
When the number of candidates for directors voted by a shareholder exceeds the number of directors to be elected, all votes cast by the shareholder will be deemed to have abstained.
When the total number of concentrated or dispersed votes exercised by a shareholder for one or several director candidates is equal to or less than its cumulative number of votes, the shareholder's vote is valid, and the difference between the cumulative number of votes and the actual number of votes shall be deemed to have been abandoned.
(4) Principles for the election of directors
The number and structure of directors elected by the shareholders’ meeting should comply with the provisions of the company’s articles of association. Director candidates will be elected based on the number of votes they receive. The director candidates will be elected in the order of the number of votes they receive, from front to back based on the number of directors to be elected. However, the number of votes received by each elected director must exceed one-half of the total number of shares held by shareholders present at the shareholders' meeting.
If the number of elected directors is less than the number of directors to be elected, but the number of elected directors exceeds the legal minimum number stipulated in the Company Law and more than two-thirds of the number of board members stipulated in the company's articles of association, the vacancy will be filled at the next shareholders' meeting.
If the number of elected directors is less than the number of directors to be elected and is less than the legal minimum number stipulated in the Company Law or more than two-thirds of the number of board members stipulated in the company's articles of association, a second round of elections for unelected director candidates shall be held; if the above requirements are not met after the second round of elections, another shareholders' meeting shall be held within two months after the end of this shareholders' meeting to elect the vacant directors. The election results of other elected directors are still valid, but their terms of office shall be postponed until the vacant directors (more than two-thirds of the number of board members who meet the statutory minimum number of directors specified in the Company Law and the company's articles of association) are elected before taking office.
If two or more candidates have the same number of votes and the winner cannot be decided, the cumulative voting system of Zhejiang Tianyu Pharmaceutical Co., Ltd. will be implemented in detail.
These candidates undergo a second round of elections. If the candidate cannot be determined in the second round of elections, another election shall be held at the next shareholders' meeting. If as a result, the number of board members falls short of more than two-thirds as stipulated in the company's articles of association, another shareholders' meeting shall be held within two months after the end of this shareholders' meeting to elect the missing directors.
Article 7 The term "above" in these rules includes the original number, and "less than", "less than", "exceeds" and "over" do not include the original number.
Article 8 Matters not covered in these detailed rules shall be governed by the relevant national laws, administrative regulations, departmental rules, normative documents and the company's articles of association; if these detailed rules conflict with relevant national laws, administrative regulations, departmental rules, normative documents or the company's articles of association, the provisions of the relevant national laws, administrative regulations, departmental rules, normative documents and the company's articles of association shall be implemented.
Article 9 These detailed rules shall be formulated and revised by the board of directors and shall take effect after being reviewed and approved by the shareholders' meeting.
Article 10 The company’s board of directors is responsible for interpreting these detailed rules.
Zhejiang Tianyu Pharmaceutical Co., Ltd.
October 29, 2025