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佐力药业: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-19 16:34
Core Points - The article outlines the management system for the resignation of directors and senior management at Zhejiang Zoli Pharmaceutical Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2][4] Group 1: General Provisions - The system is established based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - It applies to directors (including independent directors) and senior management who leave due to various reasons such as term expiration, resignation, retirement, or dismissal [1][2] Group 2: Resignation Conditions and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the board, with disclosure required within two trading days [2] - If a director's term expires without re-election, they automatically leave office from the date the shareholders' meeting resolution is passed [2] Group 3: Restrictions on Holding Office - Certain individuals are prohibited from serving as directors or senior management, including those with limited civil capacity, criminal convictions related to corruption, or those who have been declared unfit by regulatory bodies [2][4] Group 4: Transition Procedures and Unresolved Matters - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation becomes effective [4][5] - If significant matters such as major investments or financial decisions are involved, an audit committee may initiate a departure audit [5] Group 5: Obligations of Resigning Directors and Senior Management - Resigning individuals must fulfill all handover procedures and maintain their obligations of loyalty and confidentiality for two years post-termination [5][6] - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving [6] Group 6: Accountability Mechanism - The board may take necessary actions to hold resigning directors and senior management accountable for any violations of commitments or actions that harm the company [6][7] - Individuals can appeal the board's accountability decisions within fifteen days of notification [7]
达瑞电子: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-14 16:39
Core Points - The document outlines the management of resignations for directors and senior management at Dongguan Darui Electronics Co., Ltd, aiming to maintain corporate governance stability and protect shareholder rights [1][2] Group 1: Resignation Procedures - Directors and senior management can resign before their term ends by submitting a written report, with the resignation effective upon receipt by the board [3] - If a director's term ends without re-election, they automatically resign upon the resolution of the new board [4] - The company can dismiss non-employee directors and senior management immediately upon board resolution [4] Group 2: Conditions for Holding Office - Certain conditions disqualify individuals from serving as directors or senior management, including legal prohibitions and market bans imposed by regulatory authorities [5] - If a director or senior management encounters disqualifying conditions during their term, they must cease duties immediately, and the company must terminate their position within 30 days [5] Group 3: Handover Procedures - Departing directors and senior management must conduct a handover with successors, ensuring continuity of business operations and transferring all relevant documents and assets [6] - The board may require an internal audit for departing individuals with economic responsibilities [6] Group 4: Post-Departure Obligations - Departing directors and senior management retain obligations of loyalty and confidentiality for two years post-departure, including adherence to any non-compete agreements [7] - They are restricted from transferring more than 25% of their shares within six months after leaving the company [7] Group 5: Accountability and Compensation - The company has a mechanism to reclaim performance bonuses from senior management if financial misconduct is later confirmed [8] - The board's audit committee will review any breaches of obligations by departing individuals and determine appropriate accountability measures [9]
美盈森: 董事、高级管理人员离职管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-14 11:19
General Provisions - The system is established to regulate the departure of directors and senior management of Meiyingsen Group Co., Ltd., ensuring corporate governance stability and protecting shareholders' legal rights [2] - This system applies to all directors (including independent directors) and senior management who leave due to term expiration, voluntary resignation, dismissal, retirement, or other reasons [2] Departure Circumstances and Effectiveness Conditions - Departure includes resignation due to term expiration, voluntary resignation, dismissal, retirement, or other reasons [3] - Directors must submit a written report for resignation, effective upon the company's receipt of the notice; senior management's resignation is effective upon the board's receipt of the resignation report [3][4] - If a director who is also a legal representative resigns, it is considered simultaneous with the resignation as a legal representative [4] Responsibilities and Obligations upon Departure - Responsibilities incurred during the term do not terminate upon departure; obligations of loyalty to the company and shareholders remain valid for two years post-termination [5] - Departing directors and senior management must cooperate with the company in post-departure investigations regarding significant matters [5][6] Shareholding Management upon Departure - Departing directors and senior management are prohibited from transferring shares within six months post-departure [6] - If leaving before the term ends, they can only transfer up to 25% of their shares during the specified period, with restrictions on transfers within the first year of listing [6] Accountability Mechanism - The board is responsible for holding departing directors and senior management accountable for any violations of laws, regulations, or the company's articles of association that result in losses to the company [7] - Compensation claims may include direct losses, expected profit losses, and reasonable legal fees [7] Implementation and Amendments - The system takes effect upon approval by the board and will be amended as necessary [7] - Any matters not covered by this system will follow relevant laws and regulations [7]
达实智能: 《董事、高级管理人员薪酬管理制度》(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 09:14
Core Points - The company has established a remuneration management system for directors and senior management to create an effective incentive and restraint mechanism [1] - The remuneration system is based on national laws, regulations, and the company's articles of association, tailored to the company's actual situation [1] Group 1: Remuneration Structure - The remuneration for directors is proposed by the remuneration and assessment committee, approved by the board, and submitted for shareholder approval [2] - Independent directors receive an annual allowance determined by the board and approved by the shareholders, disclosed in the annual report [2] - Senior management remuneration consists of a basic salary and performance bonus, with the basic salary reflecting industry standards and job responsibilities [2] Group 2: Performance Bonuses - Performance bonuses are linked to the company's annual operational performance and are settled based on annual assessment results [2] - The company deducts personal income tax and social insurance fees from the basic salary and performance bonuses according to national regulations [2] Group 3: Remuneration Management - The company pays basic salaries in cash on a monthly basis [2] - The remuneration and assessment committee organizes and implements annual performance assessments for senior management based on the board-approved annual operational plan [2] Group 4: Remuneration Adjustment - The company may adjust remuneration standards periodically based on operational performance, market salary changes, and business development strategies [3] Group 5: Implementation and Compliance - The remuneration management system takes effect after being approved by the shareholders and will be modified similarly [4] - In case of inconsistencies with applicable laws and regulations, those regulations will take precedence [4] - The board of directors is responsible for interpreting the remuneration management system [4]
达实智能: 关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-08-14 09:09
Meeting Information - The company plans to hold the second extraordinary general meeting of shareholders in 2025 on September 2, 2025, at 2:30 PM [1] - The meeting will allow for both on-site attendance and online voting through the Shenzhen Stock Exchange systems [1][5] Voting Procedures - Shareholders can vote online during specified time slots on September 2, 2025, using the Shenzhen Stock Exchange trading system and internet voting system [1][5] - The voting process includes both non-cumulative and cumulative voting proposals, with specific instructions provided for each type [7][8] Attendance Eligibility - Ordinary shareholders or their agents holding shares on the registration date are eligible to attend the meeting and vote [2] - Company directors, supervisors, senior management, and appointed lawyers are also allowed to attend [2] Agenda Items - The meeting will review several proposals, including amendments to the remuneration management system for directors, supervisors, and senior management [4] - Cumulative voting will be used for the election of non-independent and independent directors [4][12] Registration and Contact Information - Shareholders must complete registration procedures to attend the meeting, with specific requirements for natural and legal persons [5] - Contact details for inquiries include a phone number and email address for the company [5]
亿帆医药: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-14 09:09
General Provisions - The company establishes a management system for the resignation of directors and senior management to promote healthy and sustainable development [1] - Applicable personnel include directors (including independent directors), the president, vice presidents, financial officers, board secretaries, and other senior management recognized by the company's articles of association [1] Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends, with the resignation effective upon notification to the company [2] - The company must complete the election of new directors within sixty days of a resignation to ensure compliance with legal and regulatory requirements [2] - Resignation procedures include a handover of responsibilities and an internal audit before leaving [2][3] Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management remain liable for their duties performed during their tenure, and their obligations regarding confidentiality and commitments continue post-resignation [3][4] - The company must pursue accountability for any violations of commitments or actions that harm the company's interests [3][4] Shareholding Management of Resigning Directors and Senior Management - Directors and senior management are prohibited from transferring their shares for six months after resignation [4][5] - There are restrictions on the percentage of shares that can be transferred annually during and after their term [4][5] Accountability Mechanism - The board of directors will review and determine accountability measures for any resigning directors or senior management who fail to fulfill their commitments [6] - Resigning individuals can appeal the accountability decisions within fifteen days of notification [6] Supplementary Provisions - Any matters not covered by this system will follow relevant laws, regulations, and the company's articles of association [6]
凯中精密: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:15
Core Points - The article outlines the management system for the resignation of directors and senior management at Shenzhen Kaizhong Precision Technology Co., Ltd, aiming to ensure corporate governance stability and protect shareholder rights [2][4]. Chapter Summaries General Principles - The management system is established in accordance with relevant laws and regulations, including the Company Law and the Shenzhen Stock Exchange rules, and is applicable to all directors and senior management [2]. Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, and they must continue to fulfill their duties until a new board is elected under certain conditions [4][5]. - The board can dismiss senior management, who must provide three months' notice if resigning before their term ends [5]. - Directors and senior management must ensure a smooth transition of responsibilities upon leaving, including the handover of documents and ongoing projects [5][7]. Responsibilities and Obligations of Resigning Directors and Senior Management - The obligations of loyalty and confidentiality continue after resignation, with a minimum duration of two years for certain responsibilities [9]. - Resigning individuals must cooperate with the company in handling any legal disputes or business issues that arise post-resignation [7][9]. Shareholding Management of Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months of leaving [13]. - They must adhere to specific restrictions on share transfers during and after their term [14]. Accountability Mechanism - The board will review and decide on accountability measures if any resigning directors or senior management fail to fulfill their commitments or obligations [17]. Supplementary Provisions - The management system will take effect upon approval by the shareholders' meeting and will be subject to relevant national laws and regulations [19][20].
扬帆新材: 董事、高级管理人员薪酬管理办法
Zheng Quan Zhi Xing· 2025-08-12 16:23
Core Points - The company has established a compensation management system for its directors and senior management to enhance governance structure and align with market standards [2][4][6] - The compensation principles include competitiveness, alignment with responsibilities and market conditions, performance-based incentives, and a balance of rewards and penalties [2][4] - The compensation structure consists of a base salary and a variable annual salary, with the latter linked to the company's performance [4][6] Compensation Structure - Non-independent directors receive a pre-tax allowance of 12,000 yuan per year, while independent directors receive 80,000 yuan per year [4] - Senior management compensation is divided into base salary and floating annual salary, with the floating portion being 40% of the base salary [4][6] Performance Assessment - The compensation and assessment committee supervises the salaries of senior management and can adjust compensation based on external market conditions [6][8] - Annual salary payments are made monthly based on attendance, while the floating salary is awarded annually based on individual and company performance [6][7] Salary Adjustment - Salary adjustments are based on industry salary growth, inflation, company profitability, organizational changes, and individual role changes [7][8] - The compensation system will be continuously improved to align with the company's development and governance standards [8]
翔港科技: 董事、高级管理人员离职管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-11 10:14
上海翔港包装科技股份有限公司 (一)合法合规原则:严格遵守国家法律法规、监管规定及《公司章程》的要求; (二)公开透明原则:及时、准确、完整地披露董事、高级管理人员离职的相关 信息; (三)平稳过渡原则:确保董事、高级管理人员离职不影响公司正常经营和治理 结构的稳定性; 第一条 为规范上海翔港包装科技股份有限公司(以下简称"公司"或"本公 司")董事、高级管理人员离职程序,确保公司治理结构的稳定性和连续性,维护公 司及股东的合法权益,公司根据《中华人民共和国公司法》(以下简称"《公司法》")、 《上市公司治理准则》、《上海证券交易所股票上市规则》、《上海证券交易所上市公司 自律监管指引第 1 号——规范运作》(以下简称"《规范运作》")等法律法规、规范性 文件及《上海翔港包装科技股份有限公司章程》(以下简称"《公司章程》")等有关规 定,并结合公司实际,特制定本制度。 第二条 本制度适用于公司董事(含独立董事)、高级管理人员因任期届满、辞职、 被解除职务或者其他原因离职的情形。 第三条 公司董事、高级管理人员离职管理应遵循以下原则: (四)保护股东权益原则:维护公司及全体股东的合法权益。 董事、高级管理人员离 ...
福达股份: 福达股份董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-11 09:13
桂林福达股份有限公司 董事、高级管理人员离职管理制度 (2025年8月) 第一章 总则 第一条 为规范桂林福达股份有限公司(以下简称"公司")董事、高级管理人 员离职程序,确保公司治理结构的稳定性和连续性,维护公司及股东的合法权益, 公司根据《中华人民共和国公司法》(以下简称"《公司法》")《中华人民共 和国证券法》(以下简称"《证券法》")《上市公司治理准则》《上海证券交易 所股票上市规则》等法律法规及《桂林福达股份有限公司公司章程》(以下简称 "《公司章程》")的有关规定,结合公司实际情况,制定本制度。 第二条 本制度适用于公司董事(含独立董事)、高级管理人员因任期届满、 辞职、被解除职务或其他原因离职的情形。 第三条 公司董事、高级管理人员离职管理应遵循以下原则: (一)合法合规原则:严格遵守国家法律法规、监管规定及《公司章程》的要求; (二)公开透明原则:及时、准确、完整地披露董事、高级管理人员离职相关信 息; (三)平稳过渡原则:确保董事、高级管理人员离职不影响公司正常经营和治理 结构的稳定性; (四)保护股东权益原则:维护公司及全体股东的合法权益。 第二章 离职情形与程序 第四条 公司董事、高级管 ...