Hunan Kexin Information Technology Co., Ltd. Management System for Resignation of Directors and Senior Management
Chapter 1 General Provisions
Article 1 To standardize the resignation procedures for directors and senior management of Hunan Kexin Information Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the stability and continuity of the corporate governance structure, protect the legitimate rights and interests of the Company and shareholders, and in accordance with the relevant provisions of the "Company Law of the People's Republic of China" and other laws, regulations, normative documents, and the "Articles of Association of Hunan Kexin Information Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), and in conjunction with the Company's actual situation, this system is formulated.
Article 2 This system applies to all directors (including independent directors) and senior management of the Company in cases of resignation due to expiration of term, resignation, or removal from office.
Chapter 2 Resignation Circumstances and Effective Conditions
Article 3 Directors may resign before the expiration 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 notice, and the Company shall disclose the relevant information within two trading days.
Article 4 In the following circumstances, the original directors shall continue to perform their duties in accordance with the provisions of laws, administrative regulations, departmental rules, and the "Articles of Association" until the election of new directors, unless otherwise stipulated by relevant laws and regulations: (1) The term of office of a director expires and no timely re-election occurs, and the resignation of the director causes the number of members of the Board of Directors to fall below the legally prescribed minimum; (2) The resignation of a member of the Audit Committee causes the number of members of the Audit Committee to fall below the legally prescribed minimum, or there is a lack of accounting professionals; (3) The resignation of an independent director causes the proportion of independent directors on the Board of Directors or its special committees to not meet the requirements of laws, administrative regulations, or the "Articles of Association," or there is a lack of accounting professionals among the independent directors. If a director resigns, the Company shall complete the re-election within sixty days from the date of resignation to ensure that the composition of the Board of Directors and its special committees meets the requirements of laws, regulations, and the "Articles of Association."
Article 5 If a director is not re-elected upon the expiration of their term, they shall automatically resign from office on the date the shareholders' meeting resolution is passed.
Article 6 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made. Without justifiable reasons, if a director is dismissed before the expiration of their term, the director may demand compensation from the Company.
Article 7 If a director who also serves as the legal representative resigns, it shall be deemed that they have simultaneously resigned as the legal representative. The Company shall appoint a new legal representative within thirty days from the date of resignation of the legal representative.