Chapter 1 General Provisions
Article 1 To regulate the resignation of directors and senior management of Zhejiang Jiuli High-Tech Materials Co., Ltd. (hereinafter referred to as the "Company"), ensure the stability and continuity of the company's governance structure, and effectively 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" and other laws, regulations, normative documents, and the "Articles of Association of Zhejiang Jiuli High-Tech Materials Co., Ltd." (hereinafter referred to as the "Articles of Association"), combined with the actual situation of the Company.
Article 2 This system applies to all directors (including independent directors) and senior management of the Company in cases of not being re-elected upon expiry of their term, resignation, dismissal, or other reasons for departure.
Chapter 2 Resignation Circumstances and Procedures
Article 3 Directors may resign before the expiry of their term. Directors who resign shall submit a written resignation report to the Board of Directors of the Company, stating the resignation date, the reasons for resignation, the position to be resigned from, whether they will continue to hold positions in the Company and its controlled subsidiaries after resignation (if continuing to hold positions, explain the situation), whether there are any unfulfilled public commitments (if any, explain relevant protective measures), and the impact of the resignation on the Company. The resignation shall take effect on the date the Company receives the resignation report, and the Company shall disclose relevant information within 2 trading days.
Article 4 In any of the following circumstances, the original director shall continue to perform director duties in accordance with laws, administrative regulations, departmental rules, and the Articles of Association until the election of a new director: (1) The term of office of a director expires and a new director is not elected in a timely manner, or the resignation of a director causes the number of board members to fall below the legal minimum. (2) The resignation of a member of the Audit Committee causes the number of members of the Audit Committee to fall below the legal minimum, or there is a lack of an accounting professional to convene the committee. (3) The resignation of an independent director causes the proportion of independent directors on the Board of Directors or its special committees to not meet the requirements of laws and regulations, or there is a lack of an accounting professional among the independent directors. (4) If the Company needs to establish a director representing employees, and the resignation of such a director results in a lack of an employee representative director on the board.
Article 5 Senior management personnel of the Company may resign before the expiry of their term. The provisions of Article 4 of this system regarding the submission of written reports for director resignations shall also apply to senior management personnel. The resignation of senior management personnel shall take effect upon receipt of the resignation report by the Board of Directors of the Company.