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科兴制药: 董事及高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-28 16:26
Core Points - The article outlines the management system for the resignation of directors and senior management at Sinovac Biotech Ltd, aiming to enhance corporate governance and protect shareholder rights [3][4][10] Group 1: General Principles - The system is established to strengthen the governance of the company and ensure the stability of its management [3] - It applies to all directors and senior management personnel regarding their resignation, term expiration, or dismissal [3] 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 company [4] - If a director's term expires without re-election, they automatically leave office on the day the shareholders' meeting resolution is passed [4] - The company can dismiss directors through a resolution, effective on the day the resolution is made [4] Group 3: Obligations and Responsibilities - Directors and senior management must hand over all relevant documents and materials within three working days after their resignation becomes effective [6] - They are required to comply with confidentiality obligations regarding the company's trade secrets even after leaving [7] - Any violations of commitments or transfer of shares are subject to specific restrictions and obligations [8][9] Group 4: Accountability Mechanism - The board of directors will review any breaches of commitments or obligations by departing directors and senior management, with potential recovery of losses incurred [9] - Departing personnel can appeal the board's decisions regarding accountability within 15 days of notification [9]
恒烁股份: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-25 16:25
General Provisions - The company establishes a system to regulate the resignation procedures of directors and senior management to ensure governance stability and protect the rights of the company and its shareholders [1] - This system applies to all directors and senior management who leave due to term expiration, resignation, dismissal, or other reasons [1] Resignation Circumstances and Procedures - Directors can resign before their term expires by submitting a written resignation report, which becomes effective upon receipt by the company, and the company must disclose this within two trading days [2] - If certain conditions are met, such as a lack of quorum on the board, the original directors must continue to perform their duties until new directors are appointed [2] - Non-employee representative directors are elected and replaced by the shareholders' meeting, while employee representative directors are elected by the employee representative assembly [2] - The shareholders' meeting can decide to dismiss directors, effective immediately upon resolution, and directors can claim compensation if dismissed without just cause [2] Handover Procedures and Unresolved Matters - Resigning directors and senior management must report unresolved matters within five working days after their resignation becomes effective and sign a confirmation document upon handover [3] - If the departing personnel are involved in significant matters, the audit committee may initiate a departure audit and report the findings to the board [3] - Public commitments made during their tenure must still be fulfilled by departing directors and senior management, and the company can seek compensation for any losses incurred from unfulfilled commitments [3] Obligations of Departing Directors and Senior Management - The loyalty obligations of directors and senior management remain effective for one year after their resignation, and confidentiality obligations continue until the information becomes public [4] - Directors and senior management must declare their shareholdings and cannot transfer more than 25% of their shares during their term, nor transfer shares within six months after leaving [4] - Departing personnel must cooperate with the company in follow-up investigations of significant matters and cannot refuse to provide necessary documents [4] Accountability Mechanism - If the company finds that departing directors or senior management have not fulfilled their commitments or have violated their loyalty obligations, the board will review specific accountability measures [5] - Departing personnel can appeal the accountability decision to the audit committee within 15 days of notification, but this does not affect the company's ability to take protective measures [5] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations, and the board is responsible for interpreting and modifying this system [6]
芳源股份: 芳源股份董事、高级管理人员离职管理制度(2025年7月制定)
Zheng Quan Zhi Xing· 2025-07-21 16:34
Core Points - The article outlines the resignation management system for directors and senior management of Guangdong Fangyuan New Materials Group Co., Ltd, aiming to ensure stability in corporate governance and protect shareholders' rights [2][10] - The system applies to all directors and senior management, detailing the conditions and procedures for resignation, including the need for written resignation reports and the timeline for company disclosures [2][3] Resignation Conditions and 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 [3][4] - If a director resigns and the board's composition falls below legal requirements, the original director must continue to fulfill their duties until a new director is elected [4][5] - The company must complete the election of a new director within 60 days of a resignation to maintain compliance with legal and regulatory requirements [3][5] Responsibilities and Obligations Post-Resignation - Resigning directors and senior management must submit personal information to the company within two trading days after leaving [6] - They are required to complete all handover procedures within five working days, including transferring all relevant documents and assets [6][7] - Post-resignation, they must not interfere with the company's operations or harm the interests of the company and its shareholders, with obligations to maintain confidentiality continuing indefinitely [6][7] Shareholding Management - Resigning directors and senior management cannot transfer their shares within six months after leaving the company [7][8] - They must adhere to any commitments made regarding their shareholding, including restrictions on transfer and reporting changes to the board [8][9] Accountability Mechanism - The board is responsible for reviewing any breaches of obligations by resigning directors and senior management, with potential financial liabilities for losses incurred [8][9] - Individuals can appeal against the board's decisions regarding accountability within 15 days of notification [9][10]
东利机械: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-16 16:10
Core Points - The document outlines the management system for the resignation of directors and senior management personnel at Baoding Dongli Machinery Manufacturing Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2][8] Chapter Summaries General Principles - The system is established in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the rules of the Shenzhen Stock Exchange [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 company [2] - If a director's term expires without re-election, they automatically resign on the date the shareholders' meeting resolution is passed [2] Transfer Procedures and Unresolved Matters - Directors and senior management must transfer all relevant documents and assets within five working days after their resignation [3] - If the departing personnel are involved in significant matters, an audit may be initiated by the audit committee [3] Obligations of Departing Directors and Senior Management - Departing personnel must fulfill their obligations to the company and shareholders, including confidentiality regarding trade secrets, which remains effective for two years post-resignation [5] - There are restrictions on the transfer of shares by directors and senior management during and after their tenure [5] Accountability Mechanism - The board of directors will review any breaches of obligations by departing personnel and may pursue compensation for losses incurred [6][8]
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]
思创医惠: 董事、高级管理人员离职管理制度(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 11:13
公司内控制度之《董事、高级管理人员离职管理制度》 思创医惠科技股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范思创医惠科技股份有限公司(以下简称"公司")公司治理, 加强公司董事、高级管理人员的离职管理,保障公司治理稳定性及股东合法权 益,根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司章 程指引》等法律、行政法规及《公司章程》的有关规定,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提出辞任。董事辞任、高级管理人员辞 职应当提交书面辞职报告。董事辞任的,自公司收到通知之日生效。高级管理 人员辞职的,自董事会收到辞职报告时生效。公司收到辞职报告后将及时对外 披露有关情况。 第四条 出现以下情形的,在改选出的董事就任前,原董事仍应当按照有关 法律法规、证券交易所业务规则和《公司章程》规定,履行董事职责,但存在 相关法规另有规定的除外: (一)董事任期届满未及时改选,或者董事在任期内辞任导致董事会成员低 于法定最低人数; (二)审计委员会成员辞任导致审计委员会成员低于法定最低人数,或者欠 缺会计专业人士; 第二条 本制度适用于公司全体董事(含独立董 ...
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].