董事离任管理

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天创时尚: 天创时尚股份有限公司董事离职管理制度(2025年8月制定)
Zheng Quan Zhi Xing· 2025-08-29 12:16
Core Points - The article outlines the resignation management system for the board of directors of Tianchuang Fashion Co., Ltd, aiming to ensure governance stability and protect the rights of the company and its shareholders [2][3] - The system is based on relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and is tailored to the company's specific circumstances [2][3] Summary by Sections General Principles - The system applies to all directors, including independent directors, who leave due to term expiration, voluntary resignation, dismissal, or other reasons [2] - The management of director resignations should adhere to principles of legality, transparency, smooth transition, and protection of shareholder rights [4] Resignation Circumstances and Effectiveness - Resignation scenarios include term expiration without re-election, voluntary resignation, dismissal, and other causes leading to actual resignation [4] - Directors can resign before their term ends by submitting a written resignation report to the board, which becomes effective upon receipt [3][4] Disclosure and Replacement - The company must disclose the resignation details within two trading days, including reasons and impacts on the company [3] - A replacement for the resigning director must be completed within 60 days to ensure compliance with legal and regulatory requirements [3] Responsibilities and Obligations of Resigning Directors - Resigning directors must complete handover procedures within ten days of leaving, including transferring relevant documents and responsibilities [11] - Directors remain obligated to fulfill any public commitments made during their tenure, regardless of the reason for their resignation [12] Shareholding Management of Resigning Directors - Resigning directors are prohibited from transferring their shares within six months of leaving the company [18] - Any changes in shareholding must comply with commitments made regarding shareholding ratios, holding periods, and transfer methods [19] Applicability and Enforcement - The provisions of this system also apply to senior management personnel of the company [21] - The system will take effect upon approval by the company's shareholders and will be revised as necessary [25]
明阳智能: 董事离职管理制度
Zheng Quan Zhi Xing· 2025-08-14 16:15
Core Points - The document outlines the procedures and principles for the resignation of directors at Mingyang Smart Energy Group Co., Ltd, ensuring compliance with relevant laws and regulations [1][2][3] Group 1: General Principles - The resignation management of directors should adhere to the principles of legality, transparency, smooth transition, and protection of shareholder rights [1] - The system applies to all directors, including independent directors, in cases of term expiration, resignation, dismissal, or other reasons [1] Group 2: Resignation Circumstances and Effectiveness - Directors automatically resign upon the approval of new directors by the shareholders' meeting if their term expires [2] - Directors can resign before their term ends by submitting a written resignation report, which must be disclosed by the company within two trading days [2][3] - The shareholders' meeting can dismiss a director, effective immediately upon the resolution's approval [2] Group 3: Responsibilities and Obligations of Resigning Directors - Resigning directors must complete all handover procedures within ten days of their formal resignation [5] - Directors are required to continue fulfilling any public commitments made during their tenure, regardless of the reason for their resignation [5] - Confidentiality obligations regarding company trade secrets remain effective after resignation until the information becomes public [5] Group 4: Shareholding Management of Resigning Directors - Resigning directors are prohibited from transferring their shares within six months after leaving the company [6] - Any changes in shareholding must comply with specific regulations, including restrictions on share transfers during their term and for six months post-resignation [6] Group 5: Applicability and Effectiveness of the System - The regulations apply equally to senior management personnel [7] - The system becomes effective upon approval by the board of directors and will be revised as necessary [7]