Chapter 1 General Principles
Article 1
To standardize the management of resignations of directors and senior management personnel at Meirui New Materials Co., Ltd. (hereinafter referred to as "the Company"), and to ensure 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," "Code of Corporate Governance for Listed Companies," "Shenzhen Stock Exchange GEM Listing Rules," "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of GEM Listed Companies," and other relevant laws, regulations, and normative documents, as well as the provisions of the "Articles of Association of Meirui New Materials 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 of the Company who resign due to the expiration of their term, resignation, dismissal, or other reasons. The Company shall sign contracts with directors to clarify the rights and obligations between the Company and the directors, the term of office, the responsibilities of directors for violating laws, regulations, and the Articles of Association, as well as compensation for early termination of contracts by the Company, obligations after resignation, and accountability for claims. The Company shall sign employment contracts with senior management personnel to clarify the rights and obligations of both parties, the responsibilities of senior management personnel for violating laws, regulations, and the Articles of Association, obligations after resignation, and accountability for claims.
Chapter 2 Resignation Circumstances and Effectiveness Conditions
Article 3
Directors and senior management personnel may resign before the expiration of their term. Resignation by directors and senior management personnel must be submitted in writing. The resignation of a director becomes effective on the day the Company receives the resignation report, and the Company will disclose relevant information within two trading days. The specific procedures and methods for the resignation of senior management personnel shall be stipulated in the labor contract between the senior management personnel and the Company. When the Company discloses the resignation announcement of directors and senior management personnel, it shall state the resignation date, specific reasons for resignation, position held, whether they will continue to serve in the Company or its subsidiaries (if continuing, the situation of continued service), whether there are any unfulfilled public commitments (if so, the relevant safeguards), and the impact of the resignation on the listed company.
In the following circumstances, the original directors shall continue to perform their duties in accordance with relevant laws, regulations, and the Articles of Association until the newly elected directors assume office, unless otherwise stipulated by relevant laws and regulations:
- The term of office of directors 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 members of the board's audit committee results in the number of audit committee members falling below the legal minimum, or lacks accounting professionals;
- The resignation of independent directors results in the proportion of independent directors on the board or its specialized committees not complying with laws, regulation