Chapter One General Principles
Article 1
To standardize the departure procedures for directors and senior management of Zhejiang Kaineng Special Materials Co., Ltd. (hereinafter referred to as "the Company"), ensure the stability and continuity of the corporate governance structure, and protect the legitimate rights and interests of the Company and its shareholders, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Shenzhen Stock Exchange Listing Rules, the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies, and other relevant laws and regulations, as well as the Articles of Association of Zhejiang Kaineng Special Materials Co., Ltd. (hereinafter referred to as "the Articles of Association").
Article 2
This system applies to all directors (including independent directors) and senior management of the Company in cases of departure due to term expiration, resignation, or dismissal.
Chapter Two Departure Circumstances and Procedures
Article 3
Directors' resignations and senior management's resignations must be submitted in writing. A director's resignation becomes effective on the date the Company receives the notice. A senior management resignation becomes effective when the board of directors receives the resignation report. The specific procedures and methods for senior management resignations shall be governed by the labor contract between senior management and the Company. Unless otherwise stipulated by laws and regulations, in the following circumstances, the original directors shall continue to perform their duties in accordance with relevant laws and regulations and the Articles of Association until the newly elected directors assume office:
- The term of a director expires without timely re-election, or a director resigns during their term, resulting in the number of board members falling below the legal minimum;
- The resignation of an audit committee member results in the number of audit committee members falling below the legal minimum or lacking accounting professionals;
- The resignation of an independent director results in the proportion of independent directors on the board or its specialized committees not complying with legal regulations or the Articles of Association, or the absence of accounting professionals among independent directors.
When a director resigns, the Company shall complete the supplementary election within sixty days from the date of resignation to ensure that the composition of the board and its specialized committees complies with legal regulations and the Articles of Association.
Article 4
If a director serving as the legal representative resigns, it is deemed that they simultaneously resign as the legal