Chapter 1 General Principles
Article 1
To further standardize the corporate governance of Guangdong Genesis Intelligent Equipment Group Co., Ltd. (hereinafter referred to as "the Company"), strengthen the management of resignations of directors and senior management, and safeguard the stability of corporate governance and the legal rights of shareholders, this system is formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), the Guidelines for Corporate Governance of Listed Companies, the Guidelines for Articles of Association of Listed Companies, and other relevant laws and regulations, as well as the provisions of the Articles of Association of Guangdong Genesis Intelligent Equipment Group Co., Ltd. (hereinafter referred to as "Articles of Association"), combined with the actual situation of the Company.
Article 2
This system applies to all directors and senior management personnel of the Company in cases of resignation, expiration of term, or dismissal.
Chapter 2 Resignation Circumstances and Effectiveness Conditions
Article 3
The resignation circumstances for directors as stipulated in this system include:
- Directors whose term has expired and are not re-elected;
- Directors who voluntarily resign before the expiration of their term;
- Directors dismissed by the shareholders' meeting or employee representative assembly;
- Other circumstances as stipulated by laws, regulations, or the Articles of Association.
Article 4
When a director submits their resignation, they must provide a written resignation report to the board of directors, stating the resignation date, reasons for resignation, the position resigned from, whether they will continue to hold positions in the Company or its subsidiaries (if continuing, details must be provided), any unfulfilled public commitments (if any, relevant safeguards must be explained), and the impact of the resignation on the Company.
Article 5
Directors may submit their resignation before the expiration of their term. The resignation shall take effect upon the Company's receipt of the written resignation report, and the Company will disclose the relevant information within two trading days. However, in the following circumstances, the resignation report will only take effect after the next director fills the vacancy created by the resignation, and the resigning director must continue to perform their duties according to relevant laws and regulations and the Articles of Association until the resignation takes effect:
- If the term of the director has expired but timely re-election has not occurred, or if the resignation leads to the board of directors having fewer members than the legal minimum;
- If the resignation of an audit committee member leads to fewer members than the legal minimum or a lack of accounting professionals;
- If the resignation of an independent director leads to a non-compliance with the legal or Articles of Association requirements regarding the proportion of independent directors on the board or its specialized committees, or a lack of accounting professionals among independent directors.
After a director submits their resignation, the Company must complete the supplementary election within sixty days to ensure that the composition of the board of directors and its specialized committees complies with legal and Articles of Association requirements.
Article 6
If a director's term expires without re-election, they shall automatically resign on the date the resolution of the shareholders' meeting for the new term is passed.