科陆电子: 董事、高级管理人员离职管理制度（2025年8月）

Core Points - The article outlines the management system for the resignation of directors and senior management personnel at Shenzhen Kelu Electronics Technology Co., Ltd, aiming to ensure governance continuity and protect shareholder rights [2][3]. Group 1: General Provisions - The system is established based on relevant laws and regulations, including the Company Law of the People's Republic of China and the company's articles of association [2]. - It applies to directors (including independent directors) and senior management personnel resigning for various reasons [2]. Group 2: Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3]. - If a director's resignation leads to a board member count below the legal minimum, the original director must continue to perform their duties until a new director is appointed [3]. - Senior management can also resign before their term ends, with the resignation effective upon the board's receipt of the written report [3]. Group 3: Responsibilities and Obligations After Resignation - After resignation, directors and senior management must not interfere with the company's operations or harm the interests of the company and its shareholders [5]. - They are required to cooperate with the company regarding any follow-up investigations related to significant matters during their tenure [6]. - There are restrictions on transferring shares held by directors and senior management for a specified period after resignation [6]. Group 4: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning directors and senior management, with potential financial liabilities for losses incurred [5][7]. - Resigning personnel can appeal the board's accountability decisions within 15 days of notification [7].