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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
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) 第一章 总则 第一条 为规范青岛日辰食品有限公司(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、投资者及 其他利益相关者的合法权益,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》)《上市公司董事和高 级管理人员所持本公司股份及其变动管理规则》 《上海证券交易所股票上市规则》 (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 等法律法规、规范性文件及《青岛日辰食品股份有限公司章程》(以下简称《公 司章程》)的相关规定,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 公司董事及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、完整地披露董事和有关高级管理人员离 职信息; (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 ...
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
广博集团股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范广博集团股份有限公司(以下简称"公司")董事、高级管 理人员离职相关事宜,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》")等 法律法规、规范性文件及《广博集团股份有限公司章程》(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。 第二章 离职情形与程序 第三条 公司董事和高级管理人员可以在任期届满以前辞职,董事和高级管 理人员辞职应当向公司提交书面辞职报告,辞职报告中应说明辞职原因,公司收 到辞职报告之日辞职生效,公司将在两个交易日内披露有关情况。 第四条 如存在下列情形,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《公司章程》的规定,继续履行董事职责,但相关法规另 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; (七)被证券交易所公开认定为不适合担任上市 ...
科净源: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-08 16:23
General Provisions - The purpose of the management system for the resignation of directors and senior management personnel is to standardize the resignation process and ensure the stability of corporate governance and the legal rights of shareholders [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 the end of their term by submitting a written resignation report to the board, which becomes effective upon receipt [3] - If a director's resignation results in the board falling below the legal minimum number of members, the original director must continue to perform their duties until new directors are elected [3] - The resignation of directors who are not re-elected becomes effective automatically on the date the shareholders' meeting resolution is passed [2] Transfer Procedures and Handling of Unresolved Matters - Resigning directors and senior management must transfer all relevant documents, seals, data assets, and unresolved matters to the board within three working days after their resignation becomes effective [3] - If the departing personnel are involved in significant investments or financial decisions, the audit committee may initiate a departure audit [3] Obligations of Departing Directors and Senior Management - Departing directors and senior management retain their fiduciary duties to the company and shareholders even after their term ends [4] - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares within six months after leaving [4] Accountability Mechanism - If the company discovers that departing directors or senior management have failed to fulfill commitments or have violated fiduciary duties, the board will convene to discuss specific accountability measures [5] - Departing personnel can appeal the accountability decisions to the audit committee within 15 days of notification [5] Supplementary Provisions - Any matters not covered by this system will be executed according to relevant national laws and regulations [6] - The board is responsible for revising and interpreting this system, which takes effect upon approval [6]
郑中设计: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-08 12:13
Core Points - The article outlines the procedures and principles for the resignation of directors and senior management at Shenzhen Zhengzhong Design Co., Ltd, aiming to ensure stability in corporate governance and protect the rights of shareholders [1][2][4] Group 1: General Principles - The resignation management of directors and senior management should adhere to the principles of legality, transparency, smooth transition, and protection of shareholder rights [1][2] - The resignation procedures apply to all directors (including independent directors) and senior management due to term expiration, voluntary resignation, retirement, dismissal, or other circumstances [1] Group 2: Resignation Circumstances and Procedures - Resignation circumstances include term expiration without reappointment, voluntary resignation, retirement, dismissal, and other situations leading to actual resignation [1][2] - Directors must submit a written resignation report to the board, and the resignation becomes effective upon delivery, except in specific cases where it may be delayed [1][2] - The company must complete the election of a new director within 60 days to ensure compliance with legal and regulatory requirements [1][2] Group 3: Responsibilities and Obligations of Resigning Directors and Senior Management - Resigning directors and senior management must complete all handover procedures and ensure that their departure does not affect the company's operations [2][4] - They are required to cooperate with the company in post-resignation audits and must not interfere with the company's normal operations or disclose confidential information [2][4] - Any violations of laws or company regulations during their tenure may result in compensation liabilities [2][4] Group 4: Shareholding Management of Resigning Directors and Senior Management - Resigning directors and senior management are prohibited from transferring their shares within six months after resignation [3][4] - If they resign before the end of their term, they must adhere to specific share reduction limits during their tenure and the following six months [3][4] - The company secretary is responsible for monitoring shareholding changes of resigning directors and senior management [4]
天振股份: 董事、高级管理人员离职管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-08 12:13
浙江天振科技股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为了规范浙江天振科技股份有限公司(以下简称"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》《上市公司章程指引》等有关法律、行政法规、部门规章和规 范性文件以及《浙江天振科技股份有限公司章程》(以下简称"公司章程")的 规定,结合公司实际情况,特制定本制度。 第二条 本制度适用于公司全体董事(含独立董事)及高级管理人员的辞任、 任期届满、解任等离职情形。 第二章 离职情形与生效条件 第三条 董事、高级管理人员任期按《公司章程》规定执行,任期届满,除 非经股东会选举、职工代表大会选举或董事会聘任连任,其职务自任期届满之日 起自然终止;董事、高级管理人员任期届满未及时改选或聘任,在新董事、高级 管理人员就任前,原董事、高级管理人员仍应当依照法律、行政法规、部门规章 和《公司章程》的规定,履行董事、高级管理人员职务。 第四条 公司董事可在任期届满前辞职,辞职时应向公司提交书面辞职报告, 说明辞职原因。公司收到辞职报告之日起,辞职生效,公司将在两个交易日内披 露有关情况。 如涉及独立 ...
精研科技: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-08-01 16:35
Core Points - The document outlines the procedures for the resignation of directors and senior management at Jiangsu Jingyan Technology Co., Ltd, ensuring stability in corporate governance and protection of shareholder rights [1][2][3] Group 1: Resignation Procedures - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the company, with disclosure required within two trading days [2][3] - The company must complete the election of new directors within sixty days of a resignation to maintain compliance with legal and regulatory requirements [2] - Senior management can also resign before their term ends, with similar procedures for resignation and disclosure [2][3] Group 2: Conditions for Holding Office - Certain conditions disqualify individuals from serving as directors or senior management, including legal prohibitions and market entry bans imposed by regulatory authorities [2][3] - If a director or senior management member is found to be unfit for their role during their tenure, they must cease their duties immediately [3] Group 3: Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within five working days after their resignation [4] - If there are unresolved commitments, the company can require a written plan for fulfillment from the departing personnel [4][5] - The obligations of loyalty and confidentiality continue for two years post-termination, and any breaches during their tenure can lead to liability for damages [5][6] Group 4: Accountability Mechanisms - The board of directors is responsible for pursuing accountability if a departing director or senior management member violates commitments or harms the company's interests [6] - Individuals can appeal the board's accountability decisions within fifteen days, but this does not prevent the company from taking protective measures [6] Group 5: General Provisions - The document is governed by relevant national laws and regulations, and any inconsistencies with these laws will defer to the legal provisions [7] - The board of directors is responsible for interpreting the document, which takes effect upon approval [7]
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]