中兴商业: 董事离职管理制度（草案）

General Provisions - The company establishes a system to regulate the resignation procedures of directors to ensure the stability and continuity of its governance structure and protect the legal rights of the company and its shareholders [1][2] - This system applies to all directors, including independent directors, who resign for various reasons [1] Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which must state the reason for resignation. The resignation takes effect on the day the company receives the report, and the company must disclose this information within two trading days [2] - If a director resigns, the company must complete the re-election within sixty days to ensure compliance with legal and regulatory requirements [2] - If a director's term ends without re-election, they automatically resign on the day the shareholders' meeting resolution is passed [2] Responsibilities and Obligations of Resigning Directors - Resigning directors must complete all handover procedures within five days of their formal resignation, supervised by the board secretary [4] - Directors are required to continue fulfilling any public commitments made during their tenure, and the company has the right to demand a written plan for any unfulfilled commitments [4] - Resigning directors must not interfere with the company's normal operations or harm the interests of the company and its shareholders after leaving [4] Shareholding Management of Resigning Directors - Resigning directors are prohibited from transferring their shares within six months after leaving the company [5] - If a director resigns before their term ends, they are limited to reducing their shareholding to no more than 25% of their total shares during their term and the following six months [5] - The board secretary is responsible for supervising the shareholding changes of resigning directors and must report to regulatory authorities if necessary [5] Miscellaneous - Any matters not covered by this system will be executed according to relevant national laws, regulations, and the company's articles of association [5] - The board of directors is responsible for interpreting this system [5]