苏试试验: 董事和高级管理人员离职管理制度（2025年7月）

Core Viewpoint - The article outlines the management system for the resignation of directors and senior management at Suzhou Su Shi Testing Group Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [1][2]. Group 1: General Principles - The system is established in accordance with the Company Law and Securities Law of the People's Republic of China, as well as the company's articles of association [1][2]. - It applies to all directors (including independent directors) and senior management personnel regarding their resignation, term expiration, and dismissal [2]. Group 2: Resignation Circumstances and Effectiveness - Directors must submit a written report for resignation, effective upon the company's receipt of the notice, while senior management's resignation is effective upon the board's receipt of the resignation report [3]. - If a director's term expires without re-election or if a director resigns leading to a board member count below the legal minimum, the original director must continue to perform duties until a new director is appointed [3]. Group 3: Transition Procedures and Unresolved Matters - Directors and senior management must hand over all relevant documents, seals, data assets, and unresolved matters within three working days after resignation [4]. - If the departing personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit and report the findings to the board [4]. Group 4: Obligations of Departing Directors and Senior Management - Departing directors and senior management remain bound by their fiduciary duties for two years post-resignation, and their responsibilities during their tenure are not terminated by 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]. Group 5: Accountability Mechanism - The board must convene to discuss accountability measures if a departing director or senior management fails to fulfill commitments or transfer obligations [6]. - Departing personnel can appeal the board's accountability decisions to the audit committee within 15 days of notification [6].