Guangdong Advertising Group Co., Ltd. Management Measures for Resignation of Directors and Senior Management (June 2026)
Chapter 1 General Provisions
Article 1 To standardize the resignation of directors and senior management of Guangdong Advertising Group Co., Ltd. (hereinafter referred to as the "Company"), ensure the stability and continuity of the company's governance structure, protect the legitimate rights and interests of the Company and shareholders, and in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Corporate Governance Guidelines for Listed Companies" and other relevant laws, regulations, normative documents, and the "Articles of Association", and in conjunction with the actual situation of the Company, these Measures are formulated.
Article 2 These Measures apply to situations where the Company's directors (including independent directors) and senior management resign, are not re-elected upon expiry of their term, are dismissed, or resign for other reasons.
Chapter 2 Resignation Circumstances and Procedures
Article 3 Company directors and senior management may submit a resignation report before the expiry of their term. The resignation report should state the reason for resignation. For directors, resignation takes effect on the date the Company receives the resignation report. For senior management, resignation takes effect when the Board of Directors receives the resignation report. The Company will disclose relevant information within two trading days.
Article 4 Except for circumstances where individuals are prohibited from serving as directors or senior management according to the "Company Law" and other relevant laws and regulations, in the following circumstances, the original directors shall continue to perform their duties as directors in accordance with the provisions of laws, administrative regulations, departmental rules, and the "Articles of Association" until the newly elected directors take office, unless otherwise stipulated by relevant laws and regulations: (1) The term of office of directors expires and no timely re-election occurs, or the resignation of directors during their term causes the number of board members to fall below the legally required minimum; (2) The resignation of members of the Audit Committee causes the number of Audit Committee members to fall below the legally required minimum, or there is a lack of accounting professionals to convene the committee; (3) The resignation of independent directors causes the proportion of independent directors on the board of directors or its special committees to not meet the requirements of laws, administrative regulations, or the "Articles of Association", or there is a lack of accounting professionals among the independent directors.