董事及高管离职管理

Search documents
华鲁恒升: 华鲁恒升公司董事、高级管理人员离职管理制度(全文).docx
Zheng Quan Zhi Xing· 2025-09-05 16:22
General Principles - The management system for the departure of directors and senior management aims to standardize the departure procedures, ensuring stability in corporate governance and protecting shareholders' rights [1][2] - The system applies to various departure scenarios, including term expiration, resignation, dismissal, and other reasons [1] Departure Procedures - Directors must submit a written resignation report stating the reasons for their departure, which takes effect upon receipt by the company [2] - The company is required to disclose the resignation details within two trading days, including reasons and impacts, especially for independent directors [2][3] - If a director is dismissed, the company must notify them and allow for a defense at the shareholders' meeting before a vote is taken [3] Responsibilities and Obligations - Departing directors and senior management must complete all handover procedures within five days of leaving, including transferring relevant documents and files [4] - They are required to continue fulfilling any public commitments made during their tenure, even after departure [5] - Departing individuals must not interfere with the company's operations or harm shareholder interests post-departure [5] Shareholding Management - Departing directors and senior management are prohibited from transferring their shares within six months of leaving [6] - Any changes in shareholding must comply with specific regulations, including a 25% limit on share transfers during their term and six months post-termination [6] Final Provisions - The system will be revised in accordance with new laws or regulations, and the board of directors is responsible for its interpretation [6]
柳药集团: 广西柳药集团股份有限公司董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-29 17:34
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Guangxi Liuyao Group Co., Ltd, aiming to ensure stable corporate governance and protect the rights of the company and its shareholders [1]. Summary by Sections General Principles - The system applies to all directors and senior management who resign voluntarily, upon term expiration, or due to dismissal [1]. - The regulations are based on relevant laws, regulations, and the company's articles of association [1]. Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3]. - If a director resigns, they must continue to fulfill their duties until a new director is elected if the board's composition falls below the legal minimum [4]. Disclosure and Replacement - The company must disclose the resignation details within two trading days, including the resignation time, reasons, and any ongoing commitments [2]. - A replacement for a resigning director must be completed within 60 days to ensure compliance with legal requirements [2]. Responsibilities and Obligations - Directors and senior management must complete a handover of responsibilities within 30 days after resignation, ensuring business continuity [12]. - They are required to cooperate with any exit audits related to significant decisions made during their tenure [13]. Shareholding Management - Resigning directors and senior management cannot transfer their shares for six months post-resignation [20]. - Any share reduction during their term or within six months post-resignation is limited to 25% of their total shareholding [20]. Final Provisions - The system will be executed in accordance with national laws and regulations, and the board of directors is responsible for its interpretation and revision [22].
光峰科技: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 14:19
General Overview - The document outlines the management system for the resignation of directors and senior management personnel at Shenzhen Guangfeng Technology Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [1][2]. Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, with disclosure required within two trading days [2][3]. - If a director's term expires without re-election, they automatically resign on the date the shareholders' resolution is passed [2]. - The shareholders' meeting can decide to dismiss a director, effective on the date of the resolution [2]. Conditions for Holding Office - Individuals with certain legal or financial disqualifications, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as directors or senior management [2][3]. Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation becomes effective [4]. - If there are unresolved commitments, the company can require a written plan for fulfillment from the departing personnel [4][5]. Ongoing Obligations - Departing directors and senior management retain confidentiality obligations regarding company information even after their departure [5]. - They must report any changes in their shareholdings and are restricted from transferring shares for six months post-resignation [5]. Accountability Measures - The board will review any breaches of duty or unfulfilled commitments by departing personnel and may pursue compensation for losses incurred [6].
日辰股份: 青岛日辰食品股份有限公司董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:29
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Qingdao Richen Food Co., Ltd, emphasizing compliance, transparency, and the protection of shareholder rights [1][2]. Group 1: General Principles - The resignation management system aims to ensure stability in corporate governance and protect the rights of the company, investors, and other stakeholders [1]. - The principles guiding the resignation management include legality, transparency, smooth transition, and protection of shareholder interests [1]. Group 2: Resignation Circumstances and Procedures - Resignation circumstances for directors and senior management include term expiration, voluntary resignation, dismissal, and other reasons leading to actual departure [2]. - Directors must submit a written resignation report, which becomes effective upon receipt by the company [2]. - The company is required to disclose the resignation details within two trading days and complete the re-election of directors within 60 days [2][3]. Group 3: Responsibilities and Obligations Post-Resignation - Directors and senior management must complete all handover procedures within ten days of formal resignation, including the transfer of relevant documents and materials [5]. - Obligations regarding public commitments made during their tenure continue post-resignation, and any unfulfilled commitments must be documented [5]. - Former directors and senior management are prohibited from using their previous positions to interfere with the company's operations or harm shareholder interests [5]. Group 4: Shareholding Management - Directors and senior management must be aware of legal regulations regarding insider trading and must not engage in illegal transactions [6]. - They are required to adhere to specific shareholding regulations for six months post-resignation, with exceptions for certain circumstances [6]. - Changes in shareholding must be monitored by the company’s board secretary, who is responsible for timely reporting to regulatory authorities if necessary [6]. Group 5: Miscellaneous Provisions - Any matters not covered by this system will be governed by relevant national laws and regulations [7]. - The system will take effect upon approval by the company's board of directors [8].
广博股份: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-22 16:17
General Provisions - The company establishes a management system for the resignation of directors and senior management to ensure governance stability and protect the rights of the company and its shareholders [1] - This system applies to directors (including independent directors) and senior management who leave due to term expiration, resignation, dismissal, or other reasons [1] Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [3] - If certain conditions are met, such as failure to timely re-elect directors or resignation leading to insufficient board members, the original directors must continue to perform their duties until new directors are appointed [2][3] Responsibilities and Obligations After Resignation - Directors and senior management must complete all handover procedures within five working days of their official departure, including the transfer of unfinished matters and relevant documents [3] - After leaving, they must cooperate with the company in follow-up investigations related to significant matters during their tenure and fulfill any public commitments made while in office [4] Share Transfer Restrictions - Directors and senior management are restricted from transferring more than 25% of their shares within six months after their term ends, and they cannot transfer shares within six months after leaving the company [5] - They must report their personal information to the company within two trading days after resignation [5] Confidentiality and Liability - The obligation to maintain confidentiality regarding the company's trade secrets remains effective after resignation until the information becomes public [6] - Directors and senior management are liable for any losses caused to the company due to unauthorized resignation or violations of relevant laws and regulations [6]
创力集团: 创力集团董事、高级管理人员离职管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-22 11:14
Core Points - The document outlines the management system for the resignation of directors and senior management personnel at Shanghai Chuangli Group Co., Ltd, aiming to ensure stability in corporate governance and protect the legal rights of the company and its shareholders [1][2]. Group 1: General Provisions - The system applies to all directors (including independent directors) and senior management personnel of the company [1]. - The purpose of the system is to regulate the resignation procedures and maintain the continuity of the company's governance structure [1]. Group 2: Resignation Circumstances and Procedures - Resignation circumstances include term expiration without re-election, voluntary resignation, dismissal, and other situations leading to actual resignation [2]. - Directors and senior management can resign before their term ends by submitting a written resignation report, with the resignation effective upon receipt by the board [2][4]. Group 3: Responsibilities and Disclosure - The company must disclose announcements regarding the resignation of directors and senior management, including resignation time, reasons, positions, and any unfulfilled public commitments [3]. - If an independent director resigns before the end of their term, they must explain any relevant circumstances in their resignation report [3]. Group 4: Transition Procedures and Unfinished Matters - Upon resignation, directors and senior management must complete all handover procedures, including explanations of unfinished matters and the transfer of relevant documents [6]. - The company retains the right to require former directors and senior management to fulfill any public commitments made during their tenure [6]. Group 5: Shareholding Management - Directors and senior management are prohibited from transferring their shares within six months after resignation [7]. - Any shareholding changes must comply with specific regulations, including limits on the percentage of shares that can be sold within a certain timeframe [7][8]. Group 6: Miscellaneous Provisions - The system will take effect upon approval by the board and will be interpreted and revised by the board as necessary [9].
拓斯达: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-21 15:12
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Guangdong Tosstar Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Group 1: General Provisions - The system applies to all directors and senior management resigning due to term expiration, resignation, dismissal, or other circumstances [1]. - The regulations are based on relevant laws, regulations, and the company's articles of association [1]. Group 2: Resignation Circumstances - Directors can resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the company [2]. - If a director's term expires without re-election, they automatically leave office on the day a new board is elected [2]. Group 3: Responsibilities During Transition - Directors and senior management must hand over all relevant documents and files within five working days after resignation [3]. - If a departing director or senior management is involved in significant matters, an audit committee may initiate a departure audit [3]. Group 4: Post-Departure Responsibilities - Directors and senior management have a two-year obligation to uphold their duties to the company and shareholders after leaving [4]. - The company can require a written plan for any unfulfilled public commitments made by departing directors or senior management [4]. Group 5: Accountability Mechanism - The board of directors will review any breaches of commitments or duties by departing personnel and may pursue compensation for losses incurred [5]. - Departing personnel can appeal the board's decisions regarding accountability within fifteen days [5].
罗普特: 罗普特科技集团股份有限公司董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-21 12:18
General Principles - The company establishes a management system for the departure of directors and senior management to ensure governance stability and protect the rights of shareholders [1] - The system applies to all directors and senior management who leave due to term expiration, resignation, dismissal, or other reasons [1] Departure Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which takes effect upon receipt by the board [2] - If a director's resignation leads to a situation where the board's composition falls below the legal minimum, the original director must continue to perform their duties until a new director is elected [2] - The company must complete the election of a new director within 60 days if a resignation occurs [2] Obligations of Departing Directors and Senior Management - Departing directors and senior management must complete all handover procedures and assist in the transition process within five days before their official departure [5] - Departing individuals remain obligated to fulfill any public commitments made during their tenure, and failure to do so may result in compensation claims from the company [6] Accountability Mechanism - If the company discovers that a departing director or senior management has failed to fulfill commitments or violated obligations, the board will review and determine specific accountability measures [8] - Departing individuals can appeal the accountability decisions to the audit committee within 15 days of notification [8] Additional Provisions - The system will be executed in accordance with relevant national laws and regulations, and the board has the authority to interpret and amend the system as necessary [8]
金花股份: 金花企业(集团)股份有限公司董事、高级管理人员离职管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-21 10:22
Core Points - The document outlines the management system for the resignation of directors and senior management at Jinhua Enterprises (Group) Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2] Chapter Summaries Chapter 1: General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - It applies to various resignation scenarios, including term expiration, voluntary resignation, and dismissal [2] - Key principles include legality, transparency, smooth transition, and protection of shareholder rights [1][2] Chapter 2: Resignation Circumstances and Procedures - Resignation circumstances include term expiration, voluntary resignation, dismissal, and other causes [2] - Directors must submit a written resignation report, effective upon receipt by the company [2] - The company must disclose resignation details within two trading days and complete board member elections within sixty days [3][4] Chapter 3: Responsibilities and Obligations of Resigning Directors - Resigning directors must complete handover procedures within five days and fulfill any public commitments made during their tenure [5] - Confidentiality obligations regarding company secrets remain effective post-resignation [5] Chapter 4: Management of Resigning Directors' Shareholdings - Resigning directors cannot transfer shares within six months post-resignation and must adhere to specific transfer regulations during their tenure [6] - Any changes in shareholding must be reported and supervised by the company [6] Chapter 5: Miscellaneous Provisions - The system will be revised in accordance with future legal changes and is effective immediately upon board approval [7]
锡南科技: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-21 08:19
Core Points - The company has established a system to regulate the resignation of directors and senior management to ensure operational stability and protect shareholder rights [1][2] - The resignation process requires written notice stating the reason for resignation, with immediate effect for directors upon notification and for senior management upon receipt by the board [1][2] - The company must complete the election of new directors within sixty days of a resignation to maintain compliance with legal and regulatory requirements [2][3] Summary by Sections - **Resignation Procedures**: Directors and senior management must submit a written resignation report, and the company is required to disclose the resignation promptly [1][2] - **Conditions for Resignation**: If a director or senior management is found unsuitable for their position, they must cease their duties immediately, and the company must terminate their position within 30 days [2][3] - **Work Transition**: Departing directors and senior management must ensure a proper handover of responsibilities and may be held liable for any losses incurred due to their departure [3][4] - **Ongoing Obligations**: Departing individuals are still bound by their commitments made during their tenure, including performance and non-competition agreements [4][5] - **Confidentiality and Compliance**: Former directors and senior management must continue to uphold confidentiality regarding company secrets and comply with relevant securities regulations [4][5] - **General Provisions**: The system will be revised in accordance with future legal changes, and the board of directors is responsible for its interpretation and amendment [5]