海陆重工: 董事离职管理制度（2025年8月）

Core Viewpoint - The document outlines the board member resignation management system of Suzhou Hailu Heavy Industry Co., Ltd, aiming to standardize the resignation process, ensure governance stability, and protect the rights of the company and its shareholders [1]. Group 1: General Principles - The system applies to all board members, including independent directors, non-independent directors, and employee representatives [1]. - The resignation process is governed by various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. Group 2: Resignation Circumstances and Procedures - Resignation circumstances include term expiration without re-election, voluntary resignation, dismissal, retirement, and other situations leading to actual resignation [2]. - Board members must submit a written resignation report stating the reason for resignation, which takes effect upon receipt by the board [2]. - The company must disclose the resignation details within two trading days and complete the re-election of board members within two months [2][3]. Group 3: Responsibilities and Obligations of Resigning Directors - Resigning directors must complete all handover procedures within five working days after leaving, including transferring all relevant documents and data [4]. - Directors are required to continue fulfilling public commitments made during their tenure, regardless of the reason for their resignation [4]. - Confidentiality obligations regarding company trade secrets remain effective after resignation until the information becomes public [4]. Group 4: Shareholding Management of Resigning Directors - Resigning directors are prohibited from transferring their shares within six months after leaving the company [6]. - Any share reduction during their term and within six months post-termination is limited to 25% of their total shareholding [6]. - The board secretary is responsible for supervising the shareholding changes of resigning directors and reporting to regulatory authorities if necessary [6]. Group 5: Additional Provisions - The provisions of this system also apply to senior management personnel [7]. - Any matters not covered or conflicting with national laws and regulations will be executed according to those laws [7]. - The board of directors is responsible for interpreting this system, which takes effect upon approval [7].