Chapter 1 General Provisions
Article 1 To strengthen the management of resignations of directors and senior management of China CAMC Engineering Co., Ltd. (hereinafter referred to as the Company), ensure the stability of corporate governance, and protect the legitimate rights and interests of the Company and shareholders, this System is formulated in accordance with the "Company Law of the People's Republic of China," the "Corporate Governance Guidelines for Listed Companies," the "Stock Listing Rules of the Shenzhen Stock Exchange," and the "Articles of Association of China CAMC Engineering Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation.
Article 2 This System applies to situations where the Company's directors (including independent directors and employee representative directors), and senior management voluntarily resign or step down, their terms expire, they are dismissed, or they resign for other reasons.
Chapter 2 Resignation Circumstances and Procedures
Article 3 Directors may resign before the expiration of their term, and senior management may resign before the expiration of their term. Directors resigning and senior management resigning shall submit a written report.
Article 4 If any of the following circumstances occur, the original directors shall continue to perform their duties as directors in accordance with relevant laws and regulations, the relevant regulations of the Shenzhen Stock Exchange, and the Articles of Association, unless otherwise stipulated by relevant laws and regulations or normative documents, until the election of replacement directors: (1) The resignation of a director results in the number of board members falling below the legal minimum; (2) The resignation of a member of the Audit Committee results in the number of committee members falling below the legal minimum; (3) The resignation of an independent director results in the proportion of independent directors on the board or its special committees not meeting the requirements of laws, administrative regulations, or the Articles of Association, or the lack of an accounting professional among independent directors.