Fushine(SZ:300497) Zheng Quan Zhi Xing·2025-06-27 16:48Summary of Key Points Core Viewpoint - The document outlines the management of resignations and terminations for directors and senior management at Jiangxi Fuxiang Pharmaceutical Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [2][3]. Chapter Summaries Chapter 1: General Provisions - The regulations apply to all directors and senior management of the company, including independent directors [2]. Chapter 2: Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the company, which must disclose the situation within two trading days [3]. - Directors automatically resign upon the expiration of their term if not re-elected by the shareholders' meeting [3]. - The shareholders' meeting can resolve to dismiss a director, effective immediately upon resolution [3]. - Senior management can also resign before their term ends, with specific procedures outlined in their labor contracts [3]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all company-related documents and assets within three working days after their resignation becomes effective [4]. - If the departing personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [4]. Chapter 4: Obligations of Departing Directors and Senior Management - Departing directors and senior management remain bound by their fiduciary duties for one year after their resignation [5]. - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving [5]. - They must cooperate with the company in follow-up investigations regarding significant matters during their tenure [5]. Chapter 5: Accountability Mechanism - The board of directors will review any breaches of commitments or obligations by departing personnel and may pursue compensation for losses incurred [6]. - Departing personnel can appeal the board's decisions regarding accountability within 15 days of notification [6]. Chapter 6: Supplementary Provisions - Any matters not covered by these regulations will be governed by relevant national laws and the company's articles of association [7].