Chapter 1 General Principles
Article 1
To further improve the governance structure of Guangdong Tianyuan Industrial Group Co., Ltd. (hereinafter referred to as "the Company"), standardize the election of directors, ensure shareholders fully exercise their rights, and protect the interests of minority shareholders, these implementation rules are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Guidelines for Corporate Governance of Listed Companies, the Rules of Shareholders' Meetings of Listed Companies, and the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 1 - Standard Operations of Main Board Listed Companies, as well as relevant laws, administrative regulations, departmental rules, normative documents, and the Articles of Association of Guangdong Tianyuan Industrial Group Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
The cumulative voting system referred to in these implementation rules means that when the shareholders' meeting elects directors, each share has the same number of voting rights as the number of directors to be elected, and shareholders can concentrate their voting rights. The cumulative voting system does not apply when only one director is elected.
Article 3
The election of directors should fully reflect the opinions of minority shareholders. The Company shall adopt the cumulative voting system in the following circumstances: (1) when electing more than two independent directors; (2) when a single shareholder and its concerted actors hold 30% or more of the voting shares and elect two or more directors. When directors are elected by cumulative voting, the votes for independent directors and non-independent directors shall be conducted separately. If cumulative voting is not adopted, each director candidate shall be proposed as a separate resolution.
Article 4
The term "directors" in these implementation rules includes independent directors and non-independent directors (excluding employee directors). Directors who are representatives of employees (if any) shall be elected through democratic means by the employee representative assembly, employee congress, or other forms, and are not subject to the relevant provisions of these implementation rules.
Article 5
Directors elected through the cumulative voting system by the shareholders' meeting shall not implement staggered terms, meaning that directors elected to fill vacancies during the term shall serve for the remainder of that term and shall not serve across terms.
Chapter 2 Nomination of Director Candidates
Article 6
The nomination of director candidates by the Company shall comply with the Company Law, the Guidelines for Corporate Governance of Listed Companies, and other legal regulations, normative documents, as well as the Articles of Association and internal rules of the Company. Among them, the nomination of independent directors shall also comply with the provisions of the Administrative Measures for Independent Directors of Listed Companies. The Company shall determine director candidates in accordance with the methods and procedures stipulated in the Articles of Association, ensuring that the election is open, fair, and just.
Article 7
The Company's board of directors or shareholders holding more than 1% of the issued shares (including preferred shares with restored voting rights, etc.) can nominate director candidates by proposal. Nominators must obtain the consent of the nominees before nomination. Nominees shall submit detailed personal information to the Company's board of directors, including but not limited to: name, gender, age, nationality, educational background, work experience, concurrent positions, relationship with the nominator, and whether there are any circumstances unsuitable for serving as a director.