Hangzhou Hikvision Digital Technology Co., Ltd.
Management System for Directors and Senior Management Resignation
Chapter 1 General Provisions
Article 1 To regulate the resignation management of directors and senior management of Hangzhou Hikvision Digital Technology Co., Ltd. (hereinafter referred to as the "Company"), in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Guiding Opinions on the Articles of Association of Listed Companies," the "Stock Listing Rules of the Shenzhen Stock Exchange," and other laws, administrative regulations, departmental rules, and relevant regulatory rules, as well as the "Articles of Association of Hangzhou Hikvision Digital Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in combination with the Company's actual situation, this System is formulated.
Article 2 This System applies to the resignation, retirement upon expiration of term, dismissal, or termination of employment of all directors and senior management of the Company, and other situations leading to the departure of directors and senior management.
Chapter 2 Resignation Circumstances and Procedures
Article 3 Directors and senior management of the Company may resign before the expiration of their term. Directors and senior management who resign shall submit a written report. Except for the circumstances described in the second paragraph of this Article, the resignation of a director shall take effect from the date the Company receives the notice. The resignation of a senior management member shall take effect from the date the Board of Directors receives the resignation report. In addition to the foregoing provisions, the specific procedures and methods for the resignation of relevant directors and senior management shall be stipulated in the labor contract between them and the Company.
In the event of the following circumstances, the original director shall continue to perform their duties in accordance with relevant laws, regulations, stock exchange business rules, and the Articles of Association until the election of a new director: (1) The term of office of a director expires and a re-election is not held in a timely manner, or the resignation of a director during their term causes the number of members of the Board of Directors to fall below the legally required minimum. (2) The resignation of a member of the Audit Committee causes the number of members of the Audit Committee to fall below the legally required minimum, or there is a lack of accounting professionals. (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 accounting professionals among the independent directors.
If a director resigns, the Company shall complete the re-election within sixty days from the date of resignation to ensure that the composition of the Board of Directors and its special committees meets the requirements of laws and regulations and the Articles of Association.
The Company shall appoint a Company Secretary within three months after the resignation of the former Company Secretary. If there is a vacancy in the position of Company Secretary, the Board of Directors shall designate a director or senior management member to act as Company Secretary and make an announcement, and promptly determine a candidate for Company Secretary. Before the Company designates a person to act as Company Secretary, the Chairman of the Board shall act as Company Secretary.