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立霸股份: 立霸股份:董事、高级管理人员离职管理制度(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-25 16:30
《中华人民共和国证券法》 《上海 证券交易所股票上市规则》等法律、法规、规范性文件及《江苏立霸实业股份有 限公司章程》 (以下简称" 江苏立霸实业股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为了规范江苏立霸实业股份有限公司(以下简称"公司") 董事、高 级管理人员离职管理,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》 《公司章程》")的有关规定,结合公司的实际情况,特 制定本制度。 第二条 本制度适用于公司董事、高级管理人员因任期届满、辞任、被解除 职务或其他原因离职的情形。 第三条 公司董事、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、高级管理人员离职相 关信息; (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经营和 治理结构的稳定性; (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 离职情形与生效条件 第四条 公司董事、高级管理人员离职包含任期届满未连任、主动辞职、被 解除职务以及其他导 ...
惠通科技: 董事、高级管理人员离职管理制度(2025年8月)
Zheng Quan Zhi Xing· 2025-08-03 16:18
Core Points - The article outlines the management system for the resignation of directors and senior management personnel at Yangzhou Huitong Technology Co., Ltd, aiming to ensure corporate governance stability 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]. - Directors can resign before their term expires by submitting a written resignation report to the board, which becomes effective upon receipt unless otherwise specified [2]. Group 2: Resignation Conditions and Procedures - Directors automatically leave office if not re-elected at the end of their term, effective from the date of the shareholders' meeting resolution [2]. - The board can dismiss directors, with the dismissal taking effect on the date of the resolution [2]. - Senior management personnel can also resign before their term ends, with specific procedures outlined in their labor contracts [2]. Group 3: Transfer Procedures and 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 resignation [3]. - If the departing personnel are involved in significant investments or financial decisions, an audit committee may initiate a departure audit [3]. Group 4: Obligations of Departing Directors and Senior Management - Departing directors and senior management retain their fiduciary duties for two years post-resignation [4]. - They are restricted from transferring more than 25% of their shares annually during their term and cannot transfer shares for six months after leaving [4]. Group 5: Accountability Mechanism - The board will review any breaches of commitments or transfer issues by departing personnel and may pursue compensation for losses incurred [5]. - Departing personnel can appeal the board's accountability decisions within 15 days of notification [5].
达利凯普: 董事、高级管理人员离职管理制度
Zheng Quan Zhi Xing· 2025-07-10 12:17
Core Viewpoint - The document outlines the regulations and procedures regarding the resignation and termination of directors and senior management at Dalian Dali Cap Technology Co., Ltd, ensuring operational stability and protection of stakeholders' rights [1][2][6]. Group 1: Resignation Procedures - Directors and senior management can resign before their term ends, with directors required to submit a written resignation report to the board, effective upon receipt [1][2]. - If a director's resignation results in the board falling below the legal minimum number, the resigning director must continue to fulfill their duties until a new director is appointed [1][2]. - The company must disclose the resignation of directors or senior management within two trading days [1][2]. Group 2: Termination Conditions - Directors can be removed by a shareholders' resolution if they violate laws or company regulations, with immediate effect upon the resolution [2]. - Senior management can also be dismissed for similar reasons, with the dismissal effective upon board resolution [2]. - If a director is dismissed without just cause before their term ends, they may seek compensation from the company [2]. Group 3: Eligibility Criteria - Individuals with certain legal restrictions, such as criminal convictions or bankruptcy responsibilities, are ineligible to serve as directors or senior management [3][4]. - The company must terminate the employment of any director or senior management who falls under these disqualifications during their tenure [4]. Group 4: Transition and Responsibilities - Resigning directors and senior management must hand over all relevant documents and assets within three working days post-resignation [4][5]. - If there are unresolved commitments, the company can require a written fulfillment plan from the departing personnel [5]. - The loyalty obligations of directors and senior management remain in effect for two years post-termination [5]. Group 5: Accountability Mechanism - The board will review any breaches of commitments or transfer issues by departing personnel and may pursue compensation for losses incurred [6]. - Departing directors and senior management have the right to appeal any accountability decisions within 15 days [6]. Group 6: Implementation and Governance - The regulations will be implemented upon approval by the board and are subject to existing laws and company articles [6]. - The board is responsible for the formulation, revision, and interpretation of these regulations [6].