董事及高管离职管理

Search documents
海正生材: 浙江海正生物材料股份有限公司董事、高级管理人员离职管理制度(2025年7月制定)
Zheng Quan Zhi Xing· 2025-07-15 16:16
General Principles - The management system for the resignation of directors and senior management at Zhejiang Haizheng Biological Materials Co., Ltd. aims to standardize the resignation process and ensure corporate governance stability and shareholder rights [1][2] - This system applies to all directors (including independent directors) and senior management personnel of the company [1] Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the board [3][4] - The company must complete the election of new directors within 60 days of a resignation to ensure compliance with legal and charter requirements [2][4] - Non-employee representative directors are elected by the shareholders' meeting, while employee representative directors are elected by the employee representative assembly [2] Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must ensure a proper handover of work and may be subject to exit audits [5][6] - The company will track and supervise the fulfillment of any public commitments made by resigning directors and senior management during their tenure [5][6] - The fiduciary duties of directors and senior management continue for six months after resignation, and they remain liable for any breaches during their tenure [6][7] Additional Provisions - The system stipulates that directors and senior management must comply with relevant laws and regulations, and any violations resulting in losses to the company will incur liability [6][7] - The system will take effect upon approval by the company's board and will be interpreted by the board [7]
佰维存储: 董事、高级管理人员离职管理制度(2025年7月制定)
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Shenzhen Baiwei Storage Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Chapter Summaries Chapter 1: General Provisions - The system is established to regulate the resignation of directors and senior management, applicable to all such personnel [1]. Chapter 2: Resignation Circumstances and Effectiveness - Directors and senior management can resign before their term ends by submitting a written resignation report, effective upon receipt by the company [2]. - If a director's term ends without re-election, they automatically resign from the date the new board is approved by the shareholders [2]. - The company must complete the re-election of directors within 60 days if the board's composition falls below legal requirements due to resignations [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning personnel 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 resigning personnel [4]. Chapter 4: Obligations of Resigning Directors and Senior Management - The obligations of loyalty and confidentiality continue after resignation, and any shareholding changes must comply with specific regulations [5]. - Resigning personnel must complete pending matters and fulfill non-competition obligations [5]. Chapter 5: Accountability Mechanism - The board will review any breaches of commitments or obligations by resigning personnel and may pursue compensation for losses incurred [7]. Chapter 6: Supplementary Provisions - The system will be interpreted by the board and will take effect upon approval [9].
中辰股份: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-10 16:21
Core Points - The company has established a management system for the resignation of directors and senior management to ensure stable governance and protect the rights of shareholders [1][2] - The resignation procedures include submission of a written resignation report and the company must disclose the resignation within two trading days [3][4] - The company is required to complete the election of new directors within sixty days if the resignation leads to a board composition that does not meet legal requirements [2][4] Chapter Summaries Chapter 1: General Provisions - The system is designed to regulate the resignation procedures of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1] Chapter 2: Resignation Circumstances and Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [3] - If a resignation results in a board composition below the legal minimum, the original directors must continue to perform their duties until new directors are elected [2][4] Chapter 3: Handover Procedures and Obligations - Resigning directors and senior management must complete handover procedures within five working days after their resignation, including transferring all relevant documents and data [3] - They are required to fulfill any public commitments made during their tenure and may be held liable for any losses incurred due to non-compliance [3][4] Chapter 4: Management of Shares Held by Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months of resignation [4][5] - Any share reduction during their term and within six months post-termination is limited to 25% of their total shareholding [5] Chapter 5: Accountability Mechanism - The board will establish specific accountability measures for any breaches of obligations by resigning directors and senior management, including potential legal action [5][6] - Resigning individuals can appeal the accountability decisions within fifteen days [6] Chapter 6: Supplementary Provisions - The system takes effect upon approval by the board and will be modified in accordance with national laws and regulations [6]
富春染织: 富春染织董事、高级管理人员离职管理制度(2025年7月制定)
Zheng Quan Zhi Xing· 2025-07-09 16:10
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management at Wuhu Fuchun Dyeing and Weaving Co., Ltd, aiming to ensure operational stability and protect shareholder rights [1][2]. Chapter 1: General Principles - 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 all directors and senior management, including the general manager and financial director [1]. - The resignation management should adhere to principles of legality, transparency, smooth transition, and protection of shareholder rights [1]. 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 stating the reasons, effective upon receipt by the company [2]. - The company must disclose resignation details within two trading days and complete the re-election of directors within 60 days [3]. Chapter 3: Responsibilities of Resigning Directors and Senior Management - Resigning directors and senior management must complete handover procedures and remain liable for their duties for one year post-resignation [5]. - They are responsible for any losses caused by violations during their tenure and may face legal consequences for criminal activities [6]. Chapter 4: Management of Shares Held by Resigning Directors and Senior Management - Resigning directors and senior management cannot transfer their shares within six months post-resignation [6]. - They must adhere to specific regulations regarding share transfers during and after their tenure [7]. Chapter 5: Supplementary Provisions - The system will follow national laws and regulations, and any inconsistencies will defer to those laws [7]. - The board of directors is responsible for drafting, modifying, and interpreting the system [7].
鸿远电子: 鸿远电子董事、高级管理人员离职管理办法
Zheng Quan Zhi Xing· 2025-07-04 16:22
Core Points - The article outlines the management measures for the resignation of directors and senior management at Beijing Yuanliuhongyuan Electronic Technology Co., Ltd, aiming to enhance corporate governance stability and protect shareholder rights [2][3][4]. Group 1: General Principles - The management of resignations should adhere to principles of legality, transparency, smooth transition, and protection of shareholder rights [3][4]. - The measures apply to various resignation scenarios, including term expiration, voluntary resignation, and dismissal [3][4]. Group 2: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, which becomes effective upon receipt by the company [4]. - The company must complete the election of new directors within 60 days of a resignation to ensure compliance with legal requirements [4][5]. - Senior management can also resign before their term ends, with similar procedures for submitting resignation reports [4][5]. Group 3: Responsibilities and Obligations - Resigning directors must complete handover procedures within three working days, including transferring all relevant documents and materials [5][6]. - Both directors and senior management are required to fulfill any public commitments made during their tenure, even after resignation [5][6]. - The obligations of loyalty to the company remain effective for five years post-resignation [5][6]. Group 4: Shareholding Management - Resigning directors and senior management are prohibited from transferring their shares within six months of leaving the company [6][7]. - Specific regulations govern shareholding changes during and after their tenure, ensuring compliance with legal standards [6][7]. Group 5: Accountability Mechanism - Directors and senior management who leave without proper procedures may be held liable for any resulting losses to the company [7]. - The company retains the right to pursue claims against former directors and senior management for any breaches of duty or unfulfilled commitments [7].
乔锋智能: 董事、高级管理人员离职管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-17 12:21
Core Viewpoint - The company has established a management system for the resignation of directors and senior management to ensure operational stability and protect shareholder rights [1]. Group 1: Resignation Procedures - Directors must submit a written resignation report to the board before resigning, which becomes effective upon delivery. If a resignation leads to a violation of the minimum number of board members, the resigning director must continue to fulfill their duties until a new director is appointed [2]. - Senior management must provide a one-month written notice to the board before resigning, unless otherwise stipulated in their labor contract. The board has the authority to approve or deny the resignation [2]. - The board must disclose the resignation situation within two days of receiving the resignation report [2]. Group 2: Termination and Responsibilities - Directors can be removed from their position by a shareholder resolution if they violate laws or company regulations, with the termination effective immediately upon the resolution [2]. - Senior management can be dismissed by the board for similar violations, with the termination effective upon the board's decision [3]. - If a director or senior management is dismissed without just cause, they may seek compensation for damages [3]. Group 3: Transition and Commitments - Departing directors and senior management must ensure a smooth transition by handing over all relevant documents and ongoing work to their successors [3]. - The company must review all public commitments made by departing directors and senior management during their tenure, and they are required to continue fulfilling any uncompleted commitments post-resignation [3]. - The company is responsible for monitoring the fulfillment of these commitments and must disclose any violations by departing personnel [3]. Group 4: Confidentiality and Liability - The obligations of loyalty and confidentiality to the company and shareholders do not automatically end upon the termination of their term, with confidentiality obligations lasting until the information becomes public [5]. - Responsibilities incurred during their tenure remain in effect even after resignation, and the company retains the right to pursue legal action for any misconduct during their term [5]. Group 5: Additional Provisions - Any unresolved issues related to legal disputes or business matters must be actively managed by departing directors and senior management [5]. - The management system will be revised in accordance with any changes in laws or regulations, and the board holds the interpretation rights of this system [5].
恺英网络: 公司董事、高级管理人员离职管理制度(2025年6月)
Zheng Quan Zhi Xing· 2025-06-13 11:25
恺英网络股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 恺英网络股份有限公司(以下简称"公司")为规范董事、高级管理人 员离职程序,保障公司治理结构的连续性和稳定性,维护公司及全体股东的合法 权益,根据《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券交 易所股票上市规则》等相关法律、行政法规、部门规章及公司章程的规定,结合 公司实际情况,制定本制度。 第二章 离职情形与生效条件 第三条 董事可以在任期届满以前辞任。董事辞任应当向公司提交书面辞职 报告,公司收到辞职报告之日辞任生效,公司将在两个交易日内披露有关情况 。如因:(1)董事在任期内辞任导致公司董事会成员低于法定最低人数;(2)独立 董事辞任将导致公司董事会或者其专门委员会中独立董事所占比例不符合法律法 规或者《公司章程》的规定,或者独立董事中欠缺会计专业人士,在改选出的董 事就任前,原董事仍应当依照法律、行政法规、部门规章和本制度规定,履行董 事职务。 董事提出辞任的,公司应当在提出辞任之日起六十日内完成补选,确保董事 会及其专门委员会构成符合法律法规和《公司章程》的规定。 第四条 公司董事在任职期间出现下列情形之一的, ...
汇金股份: 河北汇金集团股份有限公司董事、高级管理人员离职管理制度(2025年制定)
Zheng Quan Zhi Xing· 2025-06-10 11:49
Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Hebei Huijin 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 and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. Group 2: Resignation Conditions 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 original director must continue to perform their duties until new directors are appointed [2]. Group 3: Transfer Procedures and Unresolved Matters - Resigning directors and senior management must hand over all company-related documents and assets within two working days after their resignation becomes effective [3]. - If there are unresolved commitments (e.g., performance compensation), the company can require a written fulfillment plan from the resigning personnel [3]. Group 4: Obligations of Resigning Directors and Senior Management - The loyalty obligations of directors and senior management remain effective for two years after their resignation [4]. - They are prohibited from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving the company [4]. Group 5: Accountability Mechanism - The board will review and decide on accountability measures if a resigning director or senior management fails to fulfill commitments or transfer obligations [5]. - Resigning personnel can appeal the accountability decision to the audit committee within 15 days of notification [5]. Group 6: Supplementary Provisions - Any matters not covered by this system will be governed by relevant national laws and the company's internal regulations [6]. - The board of directors is responsible for interpreting this system, which takes effect upon approval by the board [6].