Chapter 1 General Provisions
Article 1 To regulate the management of resignation and dismissal of directors and senior management of Jiangsu Donghua Testing Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the stability of corporate governance and the legitimate rights and interests of 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," and other relevant laws and regulations, as well as the "Articles of Association of Jiangsu Donghua Testing Technology Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 This system applies to the resignation, expiry of term, and dismissal of all directors (including independent directors) and senior management of the Company.
Chapter 2 Resignation Circumstances and Conditions for Effectiveness
Article 3 Directors may resign before the expiry of their term. Directors who resign shall submit a written resignation report to the Board of Directors. The resignation shall take effect on the date the Company receives the resignation report, and the Company shall disclose the relevant information within two trading days.
If the resignation of a director results in the number of directors on the Board falling below the legally required minimum, or if the resignation of an independent director results in the number of independent directors being less than one-third of the Board members, or if there is no accounting professional among the independent directors, the original director shall continue to perform director duties in accordance with laws, administrative regulations, departmental rules, and the "Articles of Association" until a replacement director is elected.
Except for the circumstances listed in the preceding paragraph, a director's resignation shall take effect upon delivery of the resignation report to the Board of Directors.
Article 4 Directors who are not re-elected upon expiry of their term shall automatically resign on the date the shareholders' meeting resolution is passed.
Article 5 The shareholders' meeting may resolve to dismiss directors, and the dismissal shall take effect on the date the resolution is made.
Article 6 Senior management personnel of the Company may resign before the expiry of their term. The specific procedures for resignation of relevant senior management personnel shall be handled in accordance with the Company's internal rules and the labor/employment contract between them and the Company.
Article 7 A natural person who serves as a director or senior management personnel of the Company shall not hold such positions if they fall under any of the following circumstances:
(1) Lacking civil capacity or having limited civil capacity;