Chapter 1 General Principles
Article 1
To standardize the management of resignations of directors and senior management at Jinlu Electronics Technology Co., Ltd. (hereinafter referred to as "the Company"), maintain stable corporate governance, and protect shareholder rights, this system is formulated in accordance with the "Company Law of the People's Republic of China," "Guidelines for Articles of Association of Listed Companies," "Shenzhen Stock Exchange GEM Listing Rules" (hereinafter referred to as "Listing Rules"), "Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of GEM Listed Companies" (hereinafter referred to as "Standardized Operations Guidelines"), and other relevant laws, regulations, and the "Articles of Association of Jinlu Electronics Technology Co., Ltd." (hereinafter referred to as "Articles of Association").
Article 2
This system applies to the resignation (resignation), expiration of term, dismissal, or other reasons for the departure of directors (including independent directors) and senior management.
Chapter 2 Resignation Circumstances and Effectiveness Conditions
Article 3
Directors and senior management may resign before the expiration of their term. A written report must be submitted for resignation. The resignation of a director becomes effective on the date the Company receives the notice. The resignation of senior management becomes effective upon the Board of Directors receiving the resignation report. If they do not hold other positions in the Company after resignation, they must notify the Board of Directors thirty days in advance before submitting the resignation report. Except for the circumstances specified in Article 6 of this system, in the following situations, the original directors shall continue to perform their duties according to laws, regulations, and the Articles of Association until the newly elected directors assume office:
- The term of a director expires without timely re-election, or a director resigns during their term, resulting in the number of board members falling below the legal minimum;
- The resignation of members of the audit committee results in the number of audit committee members falling below the legal minimum or lacking accounting professionals;
- The resignation of independent directors results in the proportion of independent directors on the board or its specialized committees not complying with legal regulations or the Articles of Association, or the lack of accounting professionals among independent directors.
Article 4
If a director's term expires without re-election, they automatically resign on the date the resolution of the shareholders' meeting or the employee representative assembly to elect a new board of directors is passed. Senior management automatically resigns on the date the resolution of the Board of Directors to appoint a new senior management team is passed.
Article 5
The shareholders' meeting may resolve to dismiss non-employee representative directors, effective on the date the resolution is made. The employee representative assembly may resolve to dismiss employee representative directors, effective on the date the resolution is made. The Board of Directors may dismiss senior management, effective on the date the resolution is made.