Chapter 1 General Principles
Article 1 Purpose
To improve the management of departures of directors and senior management at Beijing Jinyi Cultural Development Co., Ltd. (hereinafter referred to as "the Company"), ensuring stability in corporate governance and protecting the legal rights of shareholders, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Guidelines for Articles of Association of Listed Companies," "Shenzhen Stock Exchange Listing Rules," and "Articles of Association," combined with the actual situation of the Company.
Article 2 Scope
This system applies to the management of departures of the Company's directors and senior management, specifically including but not limited to: expiration of term, resignation, dismissal, etc.
Article 3 Principles
The management of departures of the Company's directors and senior management shall adhere to the principles of legality and compliance, openness and transparency, smooth transition, and protection of shareholder rights.
Chapter 2 Departure Circumstances and Effectiveness Conditions
Article 4 Departure Circumstances
The departure of the Company's directors and senior management includes circumstances such as expiration of term without re-election, voluntary resignation, dismissal, and other situations leading to actual departure.
Article 5 Resignation Procedures
Directors' resignations and senior management's resignations must be submitted in writing. A director's resignation becomes effective on the date the Company receives the notice. However, if the circumstances specified in Article 7 of this system exist, the original director shall continue to perform their duties in accordance with relevant laws, regulations, normative documents, and the Articles of Association until the newly elected director assumes office. A senior management resignation becomes effective upon receipt of the resignation report by the board of directors.
Article 6 Automatic Departure
If a director's term expires without re-election, they automatically depart on the date the new board of directors is elected by the shareholders' meeting. Senior management whose term expires without re-election shall no longer serve as senior management from the date the board of directors appoints the new senior management.
Article 7 Continuation of Duties
If the following circumstances exist, the original director shall continue to perform their duties in accordance with laws, administrative regulations, departmental rules, and the Articles of Association until the newly elected director assumes office, unless otherwise stipulated by relevant regulations:
- The director's term expires without timely re-election, or the director resigns during their term, resulting in the board of directors having fewer members than the legal minimum;
- Resignation of audit committee members resulting in fewer members than the legal minimum or lack of accounting professionals;
- Resignation of independent directors resulting in non-compliance with the legal or Articles of Association requirements regarding the proportion of independent directors on the board or its committees, or lack of accounting professionals among independent directors.
Article 8 Replacement of Directors
If a director resigns, the Company shall complete the supplementary election within sixty days from the date of resignation to ensure that the composition of the board of directors and its committees complies with laws, regulations, and the Articles of Association.