正裕工业: 董事离职管理制度

Core Points - The document outlines the resignation management system for directors of Zhejiang Zhengyu Industrial Co., Ltd, aiming to ensure stability and continuity in corporate governance while protecting the rights and interests of the company and its shareholders [2][3]. Chapter 1: General Principles - The system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the company's own articles of association [2]. Chapter 2: Types of Resignation and Procedures - Types of director resignations include term expiration without re-election, voluntary resignation, retirement, dismissal, and other circumstances leading to actual resignation [4]. - Directors automatically resign upon the approval of the shareholders' meeting if their term expires without re-election [5]. - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon delivery, except in specific circumstances [6]. Chapter 3: Responsibilities and Obligations of Resigning Directors - Resigning directors must complete all handover procedures and report relevant information through the stock exchange within two trading days after resignation [5]. - The company can require resigning directors to fulfill any outstanding public commitments and may seek compensation for any losses incurred due to non-fulfillment [11]. - Resigning directors are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [12]. Chapter 4: Management of Resigning Directors' Shareholdings - Resigning directors are restricted from transferring their shares within six months after leaving the company [18]. - Directors who resign before their term ends must adhere to specific share reduction limits during their tenure and the six months following their departure [18]. Chapter 5: Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations, as well as the company's articles of association [21]. - The board of directors is responsible for formulating, interpreting, and amending this system [22].