Chapter One: General Principles
Article 1
To standardize the management of the departure of directors and senior management at Yuanguang Software 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 Guidelines for the Articles of Association of Listed Companies, the Shenzhen Stock Exchange Listing Rules, and other relevant laws and regulations, as well as the provisions of the Company's Articles of Association.
Article 2
This system applies to the departure of the Company's directors (including independent directors) and senior management due to the expiration of their term without re-election, resignation, dismissal, or other reasons.
Chapter Two: Departure Circumstances and Procedures
Article 3
The term of office of directors and senior management shall naturally terminate upon expiration, unless re-elected by the shareholders' meeting or re-appointed by the board of directors. Directors and senior management may resign before the expiration of their term. Resignation must be submitted in writing. The resignation of a director takes effect on the date the Company receives the notice. The resignation of senior management takes effect upon receipt of the resignation report by the board of directors.
Article 4
Upon receiving a resignation report from a director or senior management, the Company shall disclose relevant information within two trading days.
Article 5
In the following circumstances, the original directors shall continue to perform their duties in accordance with laws, administrative regulations, departmental rules, and the Articles of Association until the newly elected directors assume office, unless otherwise provided by relevant regulations:
- 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 members of the audit committee results in the number of audit committee members falling below the legal minimum or lacking accounting professionals;
- The resignation of independent directors 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 lacking accounting professionals among independent directors.
Article 6
If a director resigns, the Company shall complete the supplementary election within sixty days to ensure that the composition of the board of directors and its specialized committees complies with laws, administrative regulations, and the Articles of Association.