Chapter One General Principles
Article 1
To standardize the management of resignations of directors and senior management personnel at Beijing BlueFocus Data Technology Group Co., Ltd. (hereinafter referred to as "the Company"), ensure the stability and continuity of the corporate governance structure, and protect the legitimate rights and interests of the Company and all shareholders, this system is formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Code of Corporate Governance for Listed Companies, the Guidelines for Articles of Association of Listed Companies, the Listing Rules for the Growth Enterprise Market of the Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of Growth Enterprise Market Listed Companies, and other relevant laws, regulations, normative documents, and the Articles of Association of Beijing BlueFocus Data Technology Group 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 personnel (including the general manager, deputy general managers, financial officer, board secretary, etc.) of the Company in all circumstances of resignation due to expiration of term, voluntary resignation, dismissal, or other reasons.
Article 3
The management of resignations of directors and senior management personnel of the Company shall adhere to the following principles:
- Legal Compliance Principle: Strictly comply with national laws, regulations, regulatory requirements, and the Articles of Association to ensure that the resignation process and related operations are legal and compliant.
- Transparency Principle: Timely, accurate, and complete disclosure of information related to the resignation of directors and senior management personnel to safeguard shareholders' right to know.
- Smooth Transition Principle: Coordinate the resignation handover and position replacement work to ensure that resignation matters do not affect the normal operation and management of the Company and the stability of the governance structure.
- Rights Protection Principle: Effectively protect the legitimate rights and interests of the Company, all shareholders, and resigning personnel, balancing the interests of all parties.
Chapter Two Circumstances and Conditions for Resignation
Article 4
A director may voluntarily resign before the expiration of their term by submitting a written resignation report to the Company, clearly stating the reason for resignation and the effective date of resignation. The resignation of a director shall take effect from the date the Company receives the written resignation report; however, in the following circumstances, the original director shall continue to perform their duties until the newly elected director assumes office, unless otherwise provided by laws and regulations:
- The term of the director has expired without timely re-election, or the resignation of a director during their term results in the number of board members falling below the legal minimum.
- The resignation of a member of the board's audit committee results in the number of audit committee members falling below the legal minimum or lacking accounting professionals.
- The resignation of an independent director results in the proportion of independent directors on the board or its specialized committees not meeting the requirements of laws, regulations, normative documents, or the Articles of Association, or lacking accounting professionals among independent directors.
Article 5
Senior management personnel may voluntarily resign before the expiration of their term by submitting a written resignation report, stating the reason for resignation and related circumstances. The resignation of senior management personnel shall take effect from the date the board of directors receives the written resignation report, and specific procedures may also refer to the relevant provisions of their labor contract with the Company.