Sinobioway Medicine(SZ:002581) Zheng Quan Zhi Xing·2025-07-30 16:36Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Shandong Weiming Biological Pharmaceutical Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of the company and its shareholders [1]. Group 1: General Provisions - The management system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The system applies to directors and senior management personnel who leave due to term expiration, resignation, dismissal, retirement, or other reasons [1]. Group 2: 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 a director's resignation results in the board falling below the legal minimum number of members, the resigning director must continue to fulfill their duties until a new board is elected [2]. - The company must complete the election of a new director within sixty days if an independent director resigns or is dismissed [2]. Group 3: Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must hand over all relevant documents and assets to the board before leaving, and they must cooperate with the company in follow-up investigations regarding significant matters during their tenure [4]. - Any public commitments made by directors and senior management during their tenure must continue to be honored after resignation, and failure to fulfill these commitments may result in liability for damages [4][5]. - After leaving, directors and senior management are prohibited from using their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [5]. Group 4: Accountability Mechanism - If the company discovers that a resigning director or senior management has failed to fulfill commitments or has violated their duties, the board will review the situation and determine specific accountability measures, which may include compensation for direct losses and expected benefits [6]. - Resigning individuals can appeal the accountability decisions to the company's audit committee within fifteen days of notification [6]. Group 5: Supplementary Provisions - Any matters not covered by this system will be executed according to relevant laws and regulations, and the board of directors is responsible for interpreting the system [7]. - The management system will take effect from the date of approval by the board and will be modified accordingly [7].