顺发恒业: 《董事和高级管理人员离职管理制度》

Core Viewpoint - The company has established a management system for the resignation of directors and senior management to ensure stable governance and protect the rights of the company and its shareholders [1]. Chapter 1: General Principles - The management system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The system applies to directors, general managers, deputy general managers, financial officers, and board secretaries as defined in the company's articles of association [1]. Chapter 2: Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the company [2]. - The resignation report must include the resignation time, reason, position, and whether the individual will continue to hold any position in the company or its subsidiaries [2]. - If a resignation leads to a shortage of board members below the legal minimum, the resigning director must continue to fulfill their duties until a new director is elected [2]. - The company must announce the resignation reasons and its impact within two trading days of receiving the resignation report [2]. Chapter 3: Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must complete work handover within five working days after resignation, covering decision-making documents, financial materials, contracts, and ongoing litigation [4]. - They are required to cooperate with the company in follow-up investigations of significant matters during their tenure and must continue to fulfill any public commitments made during their term [4]. - The obligations of confidentiality regarding company secrets remain effective until the information becomes public, and other loyalty obligations last for six months post-resignation [5]. Chapter 4: Accountability Mechanism - If the company identifies any failure to fulfill commitments or issues with the handover process, the board will review specific accountability measures, including compensation for direct losses and expected benefits [5][6]. - Resigning directors and senior management can appeal the accountability decisions to the audit committee within fifteen days of notification [6]. Chapter 5: Supplementary Provisions - The management system will be effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [8].