恒烁股份: 董事、高级管理人员离职管理制度

General Provisions - The company establishes a system to regulate the resignation procedures of directors and senior management to ensure governance stability and protect the rights of the company and its shareholders [1] - This system applies to all directors and senior management who leave due to term expiration, resignation, dismissal, or other reasons [1] Resignation Circumstances and Procedures - Directors can resign before their term expires by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [2] - If certain conditions are met, such as a lack of quorum on the board, the original directors must continue to perform their duties until new directors are appointed [2] - Non-employee representative directors are elected and replaced by the shareholders' meeting, while employee representative directors are elected by the employee representative assembly [2] - The shareholders' meeting can decide to dismiss directors, effective immediately upon resolution, and directors can claim compensation if dismissed without just cause [2] Handover Procedures and Unresolved Matters - Resigning directors and senior management must report unresolved matters within five working days after their resignation becomes effective and sign a confirmation document upon handover [3] - If the departing personnel are involved in significant matters, the audit committee may initiate a departure audit and report the findings to the board [3] - Public commitments made during their tenure must still be fulfilled by departing directors and senior management, and the company can seek compensation for any losses incurred from unfulfilled commitments [3] Obligations of Departing Directors and Senior Management - The loyalty obligations of directors and senior management remain effective for one year after their resignation, and confidentiality obligations continue until the information becomes public [4] - Directors and senior management must declare their shareholdings and cannot transfer more than 25% of their shares during their term, nor transfer shares within six months after leaving [4] - Departing personnel must cooperate with the company in follow-up investigations of significant matters and cannot refuse to provide necessary documents [4] Accountability Mechanism - If the company finds that departing directors or senior management have not fulfilled their commitments or have violated their loyalty obligations, the board will review specific accountability measures [5] - Departing personnel can appeal the accountability decision to the audit committee within 15 days of notification, but this does not affect the company's ability to take protective measures [5] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations, and the board is responsible for interpreting and modifying this system [6]