达瑞电子: 董事、高级管理人员离职管理制度

Core Points - The document outlines the management of resignations for directors and senior management at Dongguan Darui Electronics Co., Ltd, aiming to maintain corporate governance stability and protect shareholder rights [1][2] Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written report, with the resignation effective upon receipt by the board [3] - If a director's term ends without re-election, they automatically resign upon the resolution of the new board [4] - The company can dismiss non-employee directors and senior management immediately upon board resolution [4] Group 2: Conditions for Holding Office - Certain conditions disqualify individuals from serving as directors or senior management, including legal prohibitions and market bans imposed by regulatory authorities [5] - If a director or senior management encounters disqualifying conditions during their term, they must cease duties immediately, and the company must terminate their position within 30 days [5] Group 3: Handover Procedures - Departing directors and senior management must conduct a handover with successors, ensuring continuity of business operations and transferring all relevant documents and assets [6] - The board may require an internal audit for departing individuals with economic responsibilities [6] Group 4: Post-Departure Obligations - Departing directors and senior management retain obligations of loyalty and confidentiality for two years post-departure, including adherence to any non-compete agreements [7] - They are restricted from transferring more than 25% of their shares within six months after leaving the company [7] Group 5: Accountability and Compensation - The company has a mechanism to reclaim performance bonuses from senior management if financial misconduct is later confirmed [8] - The board's audit committee will review any breaches of obligations by departing individuals and determine appropriate accountability measures [9]