Chapter 1 General Principles
Article 1
To strengthen the management of the departure of directors and senior management of Hengdian Group Dongci Co., Ltd. (hereinafter referred to as "the Company"), 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 Rules for the Management of Shares Held by Directors and Senior Management of Listed Companies and Their Changes, the Listing Rules of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of Main Board Listed Companies, and other relevant laws, administrative regulations, departmental rules, normative documents, as well as the relevant provisions of the Articles of Association of Hengdian Group Dongci Co., Ltd. (hereinafter referred to as "the Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to the circumstances under which directors (including employee representative directors and independent directors) and senior management of the Company leave due to the expiration of their term without re-election, resignation, dismissal, or other reasons.
Chapter 2 Circumstances and Conditions for Departure
Article 3
The qualifications for candidates for directors and senior management must comply with laws and regulations, the business rules of the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and the provisions of the Articles of Association. Individuals who meet any of the following conditions shall not serve as directors or senior management of the Company:
- Lack of civil capacity or limited civil capacity;
- Convicted of crimes such as embezzlement, bribery, misappropriation of property, or disrupting the socialist market economy, or deprived of political rights due to criminal convictions, and have not exceeded five years since the completion of the sentence or two years since the expiration of probation;
- Served as directors or managers of a company or enterprise undergoing bankruptcy liquidation and are personally liable for the bankruptcy, and have not exceeded three years since the completion of the bankruptcy liquidation;
- Served as legal representatives of a company or enterprise whose business license has been revoked or ordered to close due to illegal activities and are personally liable, and have not exceeded three years since the revocation or closure;
- Listed as a dishonest person subject to enforcement by the people's court due to significant personal debts that have not been settled;
- Subject to market entry bans by the China Securities Regulatory Commission, with the ban period not yet expired;
- Publicly recognized by the securities exchange as unsuitable to serve as a director or senior management, with the ban period not yet expired;
- Other conditions stipulated by laws, administrative regulations, or departmental rules.
If a director encounters any of the conditions listed in items (1) to (6) during their term, or if an independent director fails to meet independence criteria, the relevant director shall immediately cease to perform their duties, and the Company shall terminate their position according to relevant regulations. If a director encounters conditions listed in items (7) and (8) during their term, the Company shall terminate their position within thirty days from the occurrence of such facts.