TKC(SZ:200512) Zheng Quan Zhi Xing·2025-08-07 16:11General Principles - The purpose of the management system is to standardize the resignation procedures of directors and senior management, clarify their responsibilities after leaving, and protect the legal rights of the company and shareholders [1] - This system applies to directors (including independent directors) and senior management who leave due to term expiration, resignation, dismissal, retirement, or other reasons [1] Resignation Procedures and Handover Obligations - Directors can resign before their term expires, and senior management can submit their resignation in accordance with their labor or employment contracts [2] - The company must complete the re-election of directors within sixty days of a resignation notice to ensure compliance with legal and regulatory requirements [2] - The company is required to dismiss directors and senior management under specific circumstances, such as legal prohibitions or regulatory sanctions [3] Management of Shares Held by Resigning Directors and Senior Management - Resigning directors and senior management must refrain from transferring their shares within six months after leaving the company [4] - There are restrictions on the amount of shares that can be sold during their term and within six months after leaving, not exceeding 25% of their total shareholding [4] Responsibility Continuation and Accountability Mechanism - If the company discovers that a resigning director or senior management has failed to fulfill their commitments or has violated their duties, the board will convene to discuss accountability measures [5] - Resigning individuals can appeal the board's accountability decisions to the audit committee within fifteen days of receiving the notification [5] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws, regulations, and the company's articles of association [7] - The board of directors is responsible for interpreting and amending this system [7]