General Principles - The purpose of the board resignation management system is to standardize the resignation procedures of directors, clarify the rights and obligations of all parties, and protect the legitimate rights and interests of the company and its shareholders [1] - This system applies to all directors of the company, including independent directors [1] Types of Resignation - Normal resignation refers to directors leaving for specified reasons [2] - Abnormal resignation refers to directors leaving for other specified reasons [2] Resignation Procedures - Directors must submit a written resignation report to the board, stating the reason for resignation and the effective date [1] - The board must disclose the resignation details within 2 trading days of receiving the resignation report, including the reasons and impacts [2] Transition and Handover - If a resignation results in the board members falling below the legal number, the resignation report will only take effect after the next director fills the vacancy [2] - The departing director must complete a work handover before the resignation takes effect, and this handover must be documented and signed by both parties [2][3] Information Disclosure - The company is obligated to disclose resignation information in a timely, accurate, and complete manner, adhering to relevant laws and regulations [2] Succession Arrangements - The company must promptly initiate succession procedures after a director's resignation to ensure the board operates normally [3] - The nomination and election of successor directors must comply with the company’s articles of association and relevant laws [3] Confidentiality and Non-Compete - Departing directors are required to maintain confidentiality regarding company trade secrets and other confidential information [4] - The company may enter into non-compete agreements with departing directors, specifying the scope, duration, and compensation [4] Legal Responsibilities - Departing directors may be held liable for damages caused to the company due to violations of laws, regulations, or the company’s articles of association [4] - The company reserves the right to pursue legal action against departing directors for any breaches [4] Miscellaneous - The board of directors is responsible for interpreting this system [4] - This system will take effect upon approval by the shareholders' meeting [4]
水星家纺: 上海水星家用纺织品股份有限公司董事离职管理制度(2025年06月制定)