1. A director who resigns shall submit a written resignation report to the board of directors (as stipulated in the Guidelines for the Articles of Association of Listed Companies (revised in 2006)).
(1) Directors, supervisors and senior managers shall state in their resignation reports the time, reasons, positions held, whether they will continue to serve in the listed company after resignation (if they continue to serve, explain the situation of continuing to serve), etc. If the reasons for resignation may involve the company or other directors, supervisors and senior managers' violation of laws and regulations or irregular operation, the resigned directors, supervisors and senior managers shall report to the Exchange in time (Shenzhen Small and Medium Board Regulations); (2) Where a director resigns due to the expiration of his term of office, he shall submit a resignation report to the board of directors of the listed company, explaining the performance of his duties during his term of office and handing over the work he has undertaken.
2. If the resignation of directors will not lead to "the board of directors of the company is below quorum", "the number of employee representative supervisors is less than the members of the board of supervisors due to the resignation of employee representative supervisors" (as stipulated by the main board and small and medium-sized board of Shenzhen Stock Exchange), and "the number of independent directors is less than one-third of the board members or there are no accounting professionals among independent directors due to the resignation of independent directors" (as stipulated by the main board and small and medium-sized board of Shenzhen Stock Exchange), the resignation of directors will take effect when the resignation report is delivered to the board of directors or the board of supervisors (without submitting it to shareholders
3. If the resignation of a director leads to the above situation, the resignation report will take effect after the next director or supervisor fills the vacancy caused by his resignation. Before the resignation report takes effect, the directors or supervisors who intend to resign shall continue to perform their duties in accordance with relevant laws, administrative regulations and the Articles of Association. In the case of the first paragraph, the listed company shall complete the by-election within two months (as stipulated by the main board and small and medium-sized board of Shenzhen Stock Exchange).
If the number of directors of the company is lower than the legal minimum due to the resignation of directors, before the newly elected directors take office, the original directors shall still perform their duties as directors in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association (the provisions of the Company Law and the Guidelines for the Articles of Association of Listed Companies (revised in 2006)).
4. A director may resign before the expiration of his term of office. A director who resigns shall submit a written resignation report to the board of directors. The board of directors will disclose relevant information within 2 days (in accordance with the provisions of the Guidelines for the Articles of Association of Listed Companies (revised in 2006)); Where a director leaves his post for reasons other than the expiration of his term of office, he shall not only comply with the provisions of the preceding paragraph, but also explain the reasons for leaving his post in the resignation report, and report the resignation report to the board of supervisors of the listed company for the record. If the reasons for resignation may involve the violation of laws and regulations or irregular operation of listed companies, the relevant matters shall be specifically explained and reported to this Exchange and other relevant regulatory agencies in a timely manner (in accordance with the provisions of the Guidelines on the Selection and Conduct of Directors of Listed Companies of Shanghai Stock Exchange); If a director fails to be re-elected after the expiration of his term of office, before the re-elected director takes office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the articles of association (as stipulated in the Guidelines for the Articles of Association of Listed Companies (revised in 2006)).
5. When the resignation of directors takes effect or the term of office expires, all handover procedures shall be handled with the board of directors. Directors' duty of loyalty to the company and shareholders is not automatically terminated after the expiration of their term of office, but remains effective within a reasonable period stipulated in the articles of association. Note: The articles of association of the company shall stipulate the specific time limit for directors to assume the duty of loyalty after their resignation takes effect or their term expires. (According to the Guidelines for Articles of Association of Listed Companies (Revised in 2006))
6. Special provisions on independent directors: (1) Independent directors may resign before the expiration of their term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors, explaining any situation related to his resignation or which he thinks is necessary to attract the attention of shareholders and creditors of the company. If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements stipulated in this Guiding Opinions due to the resignation of independent directors, the resignation report of independent directors will take effect after the next independent director fills the vacancy.
(2) If an independent director resigns or is dismissed during his term of office, the independent director himself and the securities company shall provide a written explanation to the agency of China Securities Regulatory Commission and the shareholders' meeting where the company is registered and the main office is located.
Second, the provisions of the regulations:
(1) The Company Law stipulates that:
1. Functions and powers of the shareholders' meeting: 2. Elect and replace directors and supervisors who are not employee representatives, and decide on their remuneration.
2. If the number of directors in the company is lower than the legal minimum due to the resignation of directors, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and the Articles of Association before the newly elected directors take office.
(II) The Guidelines for the Articles of Association of Listed Companies (revised in 2006) stipulates that:
1. The term of office of directors shall be counted from the date of assuming office until the term of office of the current board of directors expires. If a director is not re-elected in time after the expiration of his term of office, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and the Articles of Association before the re-elected director takes office.
Directors may be concurrently appointed by the manager or other senior management personnel, but the total number of directors concurrently appointed by the manager or other senior management personnel and directors appointed by employee representatives shall not exceed 65,438+0/2 of the total number of directors of the company.
2. Directors may resign before the expiration of their term of office. A director who resigns shall submit a written resignation report to the board of directors. The board of directors will disclose relevant information within 2 days.
If the number of directors of the company is lower than the legal minimum due to the resignation of directors, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and the Articles of Association before the newly elected directors take office.
Except for the circumstances listed in the preceding paragraph, the resignation of directors shall take effect when the resignation report is delivered to the board of directors.
3. When the resignation of directors takes effect or the term of office expires, all handover procedures shall be handled with the board of directors. Directors' duty of loyalty to the company and shareholders is not automatically terminated after the expiration of their term of office, but remains effective within a reasonable period stipulated in the articles of association.
Note: The articles of association of the company shall stipulate the specific time limit for directors to assume the duty of loyalty after their resignation takes effect or their term expires. ?
4. If an independent director resigns or is dismissed during his term of office, the independent director himself and the securities company shall make a written explanation to the agency of China Securities Regulatory Commission and the shareholders' meeting where the company is registered and the main office is located.
(III) The Guiding Opinions on Establishing an Independent Director System in Listed Companies stipulates that:
1. Independent directors may resign before the expiration of their term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors, explaining any situation related to his resignation or which he thinks is necessary to attract the attention of shareholders and creditors of the company. If the proportion of independent directors in the board of directors of the company is lower than the minimum requirements stipulated in this Guiding Opinions due to the resignation of independent directors, the resignation report of independent directors will take effect after the next independent director fills the vacancy.