Chapter 1 General Provisions
Article 1 To regulate the resignation management of directors and senior management of Shaanxi Energy Investment Co., Ltd. (hereinafter referred to as the "Company"), ensure the stability of the corporate governance structure and the legitimate rights and interests of shareholders, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Corporate Governance Guidelines for Listed Companies," "Stock Listing Rules of the Shenzhen Stock Exchange," "Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 1 - Normative Operation of Main Board Listed Companies" (hereinafter referred to as the "Normative Operation Guidelines"), and other relevant laws, regulations, normative documents, and the "Articles of Association of Shaanxi Energy Investment Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation, this system is formulated.
Article 2 This system applies to all directors (including independent directors and employee directors) and senior management personnel of the Company in cases of resignation, dismissal, expiration of term, or other reasons for departure.
Chapter 2 Resignation Circumstances and Conditions for Effectiveness
Article 3 Directors may resign before the expiration of their term. A director who resigns shall submit a written resignation report to the Company. The resignation shall take effect from the date the Company receives the resignation report.
Except for the circumstances stipulated in Article 6 of this system, if any of the following circumstances occur, the original director shall continue to perform their duties in accordance with relevant laws, regulations, and the Articles of Association until the elected director takes office: (1) The term of office of a director expires and a re-election is not timely, or the resignation of a director results in the number of board members falling below the legally required minimum; (2) The resignation of an audit committee member results in the number of audit committee members falling below the legally required minimum, or the lack of a professional accountant; (3) The resignation of an independent director results in the proportion of independent directors on the board of directors or its special committees not meeting the requirements of laws, regulations, or the Articles of Association, or the lack of a professional accountant among independent directors; (4) The resignation of an employee director results in the composition of the board of directors not meeting the requirements of the Company Law or the Articles of Association.
If a director resigns, the Company shall complete the re-election within sixty days to ensure that the composition of the board of directors and its special committees meets the requirements of laws, regulations, and the Articles of Association.