Chapter 1 General Principles
Article 1
To further standardize the resignation management of directors and senior management at Zhongye Da Electric Co., Ltd. (hereinafter referred to as "the Company"), ensure the stability and continuity of the corporate governance structure, and protect the rights and interests of the Company and its shareholders, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Guidelines for Articles of Association of Listed Companies," "Measures for the Management of Independent Directors of Listed Companies," "Rules for the Management of Shares Held by Directors and Senior Management of Listed Companies and Their Changes," "Self-Regulatory Guidelines No. 1 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of Main Board Listed Companies" (hereinafter referred to as "Self-Regulatory Guidelines No. 1"), and the "Articles of Association of Zhongye Da Electric 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 resignation, expiration of term, dismissal, or other reasons.
Chapter 2 Resignation Circumstances and Procedures
Article 3
Directors and senior management of the Company may resign before the expiration of their term. Resignation by directors and senior management must be submitted in writing. The resignation of a director becomes effective from the date the Company receives the notice. The resignation of senior management becomes effective from the date the board of directors receives the resignation report. The Company will disclose relevant information within two trading days following the resignation of directors or senior management. Except as otherwise provided in Article 6 of this system and relevant laws and regulations, in the following circumstances, the original directors shall continue to perform their duties in accordance with relevant laws, regulations, and the Articles of Association until the newly elected directors assume office:
- 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 the lack of accounting professionals among independent directors.
If a director proposes to resign, the Company shall complete the supplementary election within sixty days from the date of resignation to ensure that the composition of the board and its specialized committees complies with legal regulations and the Articles of Association.
Article 4
If a director who serves as the legal representative resigns, it is deemed that they simultaneously resign as the legal representative. The Company shall determine a new legal representative within thirty days from the date of resignation.
Article 5
If a director's term expires without re-election, they automatically resign on the date the resolution of the shareholders' meeting (or employee representative meeting) is passed. If senior management's term expires without re-election, they automatically resign on the date the new board of directors passes the resolution to elect senior management.