优优绿能: 董事及高级管理人员离职管理制度

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Shenzhen Youyou Green Energy Co., Ltd, emphasizing governance stability and shareholder rights [1]. Group 1: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, with disclosure required within two trading days [3]. - If a director's resignation results in the board falling below the legal minimum number, the resignation will only take effect after a new director is appointed [3]. - Senior management can also resign before their term ends, with specific procedures governed by their labor contracts [2]. Group 2: Conditions for Holding Office - Individuals with certain legal restrictions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as directors or senior management [2]. - Specific disqualifications include being a debtor listed as untrustworthy, having been penalized by regulatory bodies, or failing to fulfill duties adequately [2]. Group 3: Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within three working days of their resignation [4]. - If there are unresolved commitments, the company can require a written plan for fulfillment, and failure to comply may result in compensation claims [4]. Group 4: Post-Resignation Obligations - The fiduciary duties of directors and senior management remain in effect for three months post-resignation, and they are still liable for any responsibilities incurred during their tenure [5]. - There are restrictions on the transfer of shares by directors and senior management during and after their tenure to prevent conflicts of interest [5]. Group 5: Accountability Mechanism - The board will review any breaches of duty or unfulfilled commitments by resigning directors and senior management, with potential recovery of losses incurred by the company [5]. - Individuals can appeal the board's decisions regarding accountability within 15 days of notification [5]. Group 6: General Provisions - The management system is subject to approval by the board and will take effect upon approval [6]. - Any inconsistencies with national laws or company regulations will defer to the latter [6].