General Provisions - The purpose of the management system for the resignation of directors and senior management personnel is to standardize the resignation process and ensure the stability of corporate governance and the legal rights of shareholders [1] - This system applies to all directors (including independent directors) and senior management personnel of the company [1] Resignation Circumstances and Effectiveness - Directors and senior management personnel's terms are executed according to the company's articles of association, and their positions automatically terminate upon the expiration of their terms unless re-elected [2] - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [2] - If an independent director resigns, it must be disclosed whether it significantly impacts corporate governance and independence [2] Transfer Procedures and Unresolved Matters - Upon resignation, directors and senior management must hand over their work to successors to ensure business continuity, including all relevant documents and pending matters [3] - If the resignation involves significant investments or financial decisions, an audit may be initiated [3] Obligations of Resigning Directors and Senior Management - Resigning directors and senior management remain obligated to fulfill any public commitments made during their tenure [5] - They must cooperate with the company in follow-up investigations regarding significant matters during their service [6] Shareholding Management of Resigning Directors and Senior Management - Resigning directors and senior management cannot transfer their shares within six months of leaving the company [6] - They must adhere to specific limits on share reductions during their tenure and for six months post-resignation [6] Accountability Mechanism - The company will hold resigning directors and senior management accountable for any breaches of commitments or duties that result in losses to the company [7] - They have the right to appeal any accountability decisions to the audit committee within fifteen days [7] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [8] - The board of directors is responsible for interpreting this system, which takes effect upon approval [8]
天振股份: 董事、高级管理人员离职管理制度（2025年8月制定）