General Principles - The management system for the departure of directors and senior management aims to ensure stability and continuity in the company's governance structure while protecting the legal rights of the company and its shareholders [1][2] - The system applies to all directors and senior management personnel, including non-independent directors, independent directors, and employee representative directors [1][2] Departure Circumstances and Procedures - The system outlines various circumstances under which directors and senior management may leave, including expiration of term, voluntary resignation, dismissal, and other causes [2][3] - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [2][3] - The company must disclose the resignation within two trading days, and if the resignation affects the board's composition, the departing director must continue to fulfill their duties until a replacement is appointed [2][3] Responsibilities and Obligations of Departing Personnel - Departing directors and senior management must complete handover procedures within five days of their departure, including transferring all relevant documents and assets [6][7] - They are required to continue fulfilling any public commitments made during their tenure, and failure to do so may result in the company seeking compensation for losses incurred [7][8] - Departing personnel must not use their former positions to interfere with the company's operations or harm the interests of the company and its shareholders [7][8] Shareholding Management - Departing directors and senior management are prohibited from transferring their shares within six months of departure and must adhere to specific limits on share sales during their term and for six months post-departure [9][10] - Any changes in shareholding must be reported to the board secretary, who is responsible for monitoring compliance with these regulations [9][10] Accountability Mechanism - The company will hold departing directors and senior management accountable for any breaches of obligations, including failure to fulfill commitments or improper handover [25][26] - Those who disagree with the accountability decisions can request a review by the audit committee within 15 days of notification [26]
科力装备: 董事及高级管理人员离职管理制度