Management System for Resigning Directors and Senior Management
Chapter 1 General Provisions
Article 1 To standardize the resignation procedures for directors and senior management of Shenzhen Topstar Co., Ltd. (hereinafter referred to as the "Company"), maintain the stability and order of the corporate governance structure, and protect the legitimate rights and interests of the Company and shareholders, this system is formulated in accordance with the "Company Law," "Securities Law," "Guiding Opinions on the Articles of Association of Listed Companies," "Shenzhen Stock Exchange Main Board Listed Company Self-Regulatory Management Guide No. 1 - Standardized Operation of Main Board Listed Companies," and other relevant laws, regulations, normative documents, and the "Articles of Association" of the Company.
Article 2 This system applies to situations where the Company's directors (including independent directors) and senior management resign due to expiration of term, resignation, dismissal, retirement, or other reasons.
Chapter 2 Resignation Circumstances and Procedures
Article 3 Resignation of directors and senior management of the Company includes not being re-elected upon expiration of term, voluntary resignation, dismissal, retirement, and other circumstances leading to actual departure.
Article 4 Directors and senior management of the Company may resign before the expiration of their term. Directors and senior management shall submit a written resignation report to the Company, stating the reasons for resignation. For directors, resignation takes effect on the date the Company receives the resignation report. For senior management, resignation takes effect on the date the board of directors receives the resignation report.
Article 5 If any of the following circumstances exist, 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 provided by relevant laws and regulations: (1) The term of office of a director has expired but a re-election has not been held in a timely manner, or the resignation of a director would result in the number of board members falling below the legally required minimum or not meeting the requirements of the "Company Law" and the "Articles of Association"; (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 the committee lacks a financial professional; (3) The resignation of an independent director would cause the proportion of independent directors on the board or special committees to not meet the requirements of laws, regulations, or the "Articles of Association," or the independent directors lack a financial professional; (4) The resignation of a director representing employees would cause the board of directors to lack a director representing employees.