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公司董事和高级管理人员离职管理
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双元科技: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-25 16:31
Core Points - The document outlines the management system for the resignation of directors and senior management at Zhejiang Shuangyuan Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholder rights [1][2][3] Group 1: Resignation Procedures - Directors 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 [1][2] - If a director's term ends without re-election, they automatically resign on the date the shareholders' meeting resolution is passed [2] - Senior management can also resign before their term ends, with the resignation effective upon the board's receipt of the resignation report [2] Group 2: Conditions for Holding Office - Individuals with certain legal restrictions, such as criminal convictions or bankruptcy responsibilities, are prohibited from serving as directors or senior management [2][3] Group 3: Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within three working days after their resignation becomes effective [3][4] - If there are unresolved commitments or public promises, the company can require written explanations from the resigning personnel [4][5] Group 4: Post-Resignation Obligations - Former directors and senior management remain obligated to maintain confidentiality and fulfill any commitments made during their tenure [5][6] - They must cooperate with the company regarding any significant matters that occurred during their service [5][6] Group 5: Accountability Mechanism - The board will review any breaches of duty or unfulfilled commitments by resigning personnel and may pursue compensation for losses incurred [7][8] - Resigning personnel can appeal the board's decisions regarding accountability within 15 days of notification [7][8] Group 6: General Provisions - The management system will adhere to national laws and regulations, and any conflicts with future laws will be resolved according to the relevant legal framework [9]
格林美: 董事和高级管理人员离职管理制度(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-24 16:18
General Principles - The management system for the resignation of directors and senior management of the company is established to regulate the resignation process according to relevant laws and regulations [1][2] - This system applies to the resignation, expiration of term, and dismissal of directors and senior management [1] Resignation Circumstances and 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][4] - The company must disclose the resignation within two trading days after receiving the resignation report [3] Responsibilities During Transition - Directors and senior management must complete a handover process with designated personnel to ensure business continuity, including transferring unfinished work and relevant documents [4][5] - If there are significant matters such as major investments or financial decisions, the audit committee may initiate a departure audit [5] Post-Resignation Responsibilities and Obligations - Former directors and senior management are prohibited from using their previous positions to interfere with the company's operations or harm the interests of the company and its shareholders [6] - They must continue to fulfill their confidentiality obligations regarding the company's trade secrets until such information becomes public [6] Legal and Compliance Obligations - The company has the right to seek compensation from former directors and senior management for any losses caused by violations of laws or unfulfilled commitments [6] - This management system will take effect upon the company's H-shares listing on the Hong Kong Stock Exchange [6]
润本股份: 董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-18 10:19
General Provisions - The company establishes a system to manage the resignation of directors and senior management to ensure governance stability and protect shareholder rights, in accordance with relevant laws and regulations [1][2] - This system applies to all directors and senior management, covering various resignation scenarios such as voluntary resignation, term expiration, dismissal, and replacement [1] 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, except in specific circumstances that would violate legal requirements [2][3] - Senior management can also resign before their term ends, with the resignation effective upon the board's receipt of the resignation report [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] Responsibilities and Obligations After Resignation - Resigning directors and senior management must complete all handover procedures within five days of their resignation, including transferring relevant documents and information [3][4] - The company must disclose details regarding the resignation, including the reason, position, and any ongoing commitments, to ensure transparency [4][5] - Resigning individuals remain bound by their fiduciary duties and confidentiality obligations even after leaving the company [5][6] Accountability Mechanism - If a resigning director or senior management fails to fulfill their commitments or causes losses to the company, the board may pursue accountability measures, including compensation for direct losses and expected benefits [6] - Individuals can appeal the board's accountability decisions within fifteen days of notification [6] Implementation - The system will be effective upon approval by the company's board of directors and will be interpreted by the board [6]
交大昂立: 上海交大昂立股份有限公司董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-13 16:11
General Provisions - The management system for the resignation of directors and senior management of Shanghai Jiao Tong University Anli Co., Ltd. aims to standardize the resignation process, ensuring stability and continuity in corporate governance while protecting the legal rights of the company and its shareholders [2][3] 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][4] - If a director resigns and the board's composition falls below the legal minimum, the original director must continue to perform their duties until a new director is appointed [3][4] - The company must complete the election of a new director within 60 days if a resignation leads to a shortfall in the board's composition [3] Responsibilities and Obligations After Resignation - Resigning directors and senior management must complete all handover procedures within five days of their resignation, including the transfer of relevant documents and information [5][6] - They are required to cooperate with the company during exit audits or investigations related to significant matters during their tenure [6][7] - Confidentiality obligations regarding company secrets remain effective until the information becomes public, with other fiduciary duties lasting for at least two years post-resignation [6][7] Shareholding Management of Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months of resignation [8] - They can only transfer up to 25% of their shares annually during their term, with certain exceptions [8] Accountability Mechanism - The board of directors will review any breaches of obligations by resigning directors or senior management, including unfulfilled commitments or improper handovers, and may seek compensation for losses incurred [8]
宝丽迪: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-13 10:13
General Provisions - The company establishes a system to regulate the management of resignations of directors and senior management to ensure governance stability and protect the rights of the company and its shareholders [1][2] - This system applies to directors (including independent directors) and senior management who resign due to term expiration, resignation, dismissal, or other reasons [1] Resignation Circumstances and Procedures - Directors and senior management 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 [3][4] - 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] Transfer Procedures and Handling of Unfinished Matters - Resigning directors and senior management must complete all handover procedures within five days of their official departure, including the transfer of unfinished matters and relevant documents [4][5] - If the departing personnel are involved in significant investments or financial decisions, the audit committee may initiate a departure audit and report the results to the board [4] Post-Resignation Obligations and Accountability Mechanism - Departing directors and senior management must not use their former positions to interfere with the company's operations or harm the interests of the company and its shareholders, and their obligations remain effective for a reasonable period as specified in the company’s articles [5][6] - They are required to cooperate with the company in follow-up checks on significant matters during their tenure and must not refuse to provide necessary documents [5][6] Additional Provisions - The company has the right to seek compensation from departing directors and senior management for any losses caused by violations of laws, regulations, or the company’s articles, and may refer criminal matters to judicial authorities [5][6] - This system is subject to national laws and regulations, and any inconsistencies will be governed by the relevant legal provisions [6]
电光科技: 电光防爆科技股份有限公司董事和高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-31 16:15
Core Viewpoint - The article outlines the management system for the resignation of directors and senior management at Electric Light Explosion-proof Technology Co., Ltd, aiming to ensure the company's healthy, sustainable, and stable development in compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The system is established to improve the resignation management framework for directors and senior management, based on the Company Law of the People's Republic of China and relevant regulations from the Shenzhen Stock Exchange [1]. Resignation Circumstances and Procedures - Directors and senior management can resign before their term ends by submitting a written resignation report. The original directors must continue to perform their duties until new directors are elected under specific circumstances [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]. - The resignation of a legal representative is considered simultaneous with the resignation of the director or manager [2]. Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must complete all handover procedures within five working days after their resignation takes effect, including the transfer of operational documents and financial materials [3]. - The obligations of loyalty to the company remain effective for three years after resignation, and confidentiality regarding trade secrets continues until the information becomes public [3][4]. - Directors are not exempt from responsibilities incurred during their tenure, and the company will bear liability for damages caused by directors' actions [4]. Shareholding Management of Resigning Directors and Senior Management - Directors and senior management are prohibited from transferring their shares for six months after resignation [5]. - There are restrictions on the percentage of shares that can be transferred annually, and any changes in shareholding must be reported to the company [5]. Accountability Mechanism - If a resigning director or senior management fails to fulfill their commitments, the board of directors will review and determine the accountability measures, which may include compensation for direct losses and expected benefits [6]. - Resigning individuals can appeal the accountability decisions within fifteen days of notification [6].