塞力医疗: 董事及高级管理人员离职管理制度（2025年8月）

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Celis Medical Technology Group Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Group 1: General Provisions - The system applies to all directors (including independent directors) and senior management personnel regarding resignation, term expiration, and dismissal [1]. - The system is established in accordance with relevant laws, regulations, and the company's articles of association [1]. Group 2: Resignation Circumstances and Effectiveness - Directors can resign before their term expires by submitting a written resignation report, which becomes effective upon receipt by the board [2]. - If a director's resignation results in the board falling below the legal minimum number, the resigning director must continue to fulfill their duties until a new director is appointed [2]. Group 3: Transfer Procedures and Unresolved Matters - Resigning directors and senior management must transfer all company-related documents, seals, data assets, and unresolved matters within three working days after resignation [3]. - If the departing personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [3]. Group 4: Obligations of Departing Directors and Senior Management - Departing directors and senior management retain their fiduciary duties to the company and shareholders for one year after their term ends [4]. - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving [4]. Group 5: Accountability Mechanism - The board will review and decide on accountability measures if a departing director or senior management fails to fulfill commitments or transfer obligations [5]. - Departing personnel can appeal the accountability decision to the audit committee within 15 days of notification [5]. Group 6: Supplementary Provisions - The rules are subject to interpretation by the board and must comply with national laws and regulations [6]. - Any amendments to the rules require board approval to take effect [6].