Tuojing Life: Director and senior management resignation management system
Shanghai Tuojing Life Technology Co., Ltd. Directors and Senior Management Resignation Management System
Shanghai Toujing Life Technology Co., Ltd.
Resignation management system for directors and senior managers
Chapter 1 General Provisions
Article 1 In order to strengthen the management of the resignation of directors and senior managers of Shanghai Tuojing Life Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the stability of corporate governance and safeguard the legitimate rights and interests of shareholders, this system is formulated in accordance with the provisions of the "Company Law of the People's Republic of China", "Guidelines on the Articles of Association of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "Listing Rules") and other laws, regulations and normative documents, as well as the "Articles of Association of Shanghai Tuojing Life Technology Co., Ltd." (hereinafter referred to as the "Articles of Association").
Article 2 This system applies to resignation situations such as voluntary resignation or resignation of all directors (including independent directors) and senior managers of the company, resignation upon expiration of the term, removal, replacement or dismissal during the term of office.
Article 3 The resignation management of the company’s directors and senior managers shall follow the principles of legal compliance, openness and transparency, and protection of shareholders’ rights and interests.
Chapter 2 Situation of Resignation
Article 4 Normal resignation refers to the resignation of directors and senior managers due to one of the following reasons:
(1) The term of office expires;
(2) Retire upon reaching the statutory retirement age;
(3) Unable to continue performing duties due to personal reasons;
(4) Voluntarily resign or resign due to job transfer or other reasons;
(5) Other circumstances stipulated in laws, regulations or normative documents.
Article 5 Abnormal resignation refers to the resignation of directors and senior managers due to one of the following reasons:
(1) Removal from office by the shareholders’ meeting or the board of directors;
(2) Compulsory measures taken by judicial authorities;
(3) Loss of capacity for civil conduct;
(4) Death;
(5) Violating laws, regulations, normative documents, the Articles of Association or the obligation of loyalty and diligence, causing significant losses to the company;
Shanghai Tuojing Life Technology Co., Ltd. Directors and Senior Management Resignation Management System
(6) Other circumstances leading to resignation due to abnormal reasons.
Chapter 3 Resignation Procedures
Article 6 Directors and senior managers may resign or resign before the expiration of their term of office. When a director resigns or a senior executive resigns, a written resignation or resignation report shall be submitted. The written report shall state the time of resignation or resignation, the reason for resignation or resignation, the position resigned, and whether he or she will continue to serve in the company and its controlled subsidiaries after resignation or resignation (if he continues to serve, explain the circumstances of his continued employment).
If an independent director proposes to resign before the expiration of his term of office, he shall explain in his resignation report any circumstances related to his resignation or that he deems necessary to attract the attention of the company's shareholders and creditors. The company should disclose the reasons for the resignation of independent directors and matters of concern.
If a director resigns, his resignation shall take effect from the date the company receives the notice. The resignation of a senior executive shall take effect when the board of directors receives the resignation report. The company will disclose the relevant situation within 2 trading days.
Article 7 Unless otherwise provided by relevant laws and regulations, in the event of the following circumstances, before the re-elected director takes office, the original director shall continue to perform his duties in accordance with the relevant provisions of laws, regulations, normative documents and the Articles of Association:
(1) The director’s term of office expires and the director fails to be re-elected in time, or the director resigns during the term of office, resulting in the number of board members falling below the legal minimum;
(2) The resignation of members of the audit committee results in the number of members of the audit committee falling below the legal minimum, or there is a lack of accounting professionals;
(3) The resignation of independent directors results in the proportion of independent directors on the board of directors or its special committees not complying with laws, regulations or the Articles of Association, or there is a lack of accounting professionals among independent directors.
If a director proposes to resign, the company shall complete the by-election within 60 days from the date of resignation to ensure that the composition of the board of directors and its special committees complies with the provisions of laws, regulations, normative documents and the Articles of Association.
Article 8 Unless otherwise provided by relevant laws and regulations, if a director or senior manager encounters any of the following circumstances during their term of office, the relevant director or senior manager shall immediately cease performing their duties and the company shall terminate their duties in accordance with corresponding regulations:
(1) Situations in which one is not allowed to serve as a director or senior manager according to the Company Law and other laws and regulations and other relevant provisions;
Shanghai Tuojing Life Technology Co., Ltd. Directors and Senior Management Resignation Management System
(2) The China Securities Regulatory Commission has imposed a ban on market entry from serving as directors or senior managers of listed companies, and the period has not yet expired.
Article 9 Unless otherwise provided by relevant laws and regulations, if a director or senior manager encounters the following circumstances during his or her term of office, the company shall terminate his or her duties within 30 days from the date of occurrence of such fact:
(1) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of a listed company, and the period has not yet expired;
(2) Other situations stipulated in laws, regulations, and normative documents.
Article 10 If the relevant circumstances stipulated in Articles 8 and 9 of this system occur during the term of office of a director, the relevant director should stop performing his duties but does not stop performing his duties or should be dismissed but has not been dismissed. If he participates in and votes at meetings of the board of directors and its special committees, and special meetings of independent directors, his vote will be invalid and will not be counted in the number of attendees.
Article 11 If an independent director does not meet the conditions for independence or qualifications after taking office, he shall immediately stop performing his duties and resign. If an independent director fails to resign as scheduled, he shall be punished in accordance with Article 7 of this system and
Articles 8, 9 and 10 shall be dealt with.
Article 12 The chairman of the board of directors is the legal representative of the company. If a director who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within 30 days from the date of resignation.
Article 13 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made. The board of directors may resolve to dismiss senior management personnel, and the dismissal shall be effective on the date the resolution is made.
Article 14 If a director fails to be re-elected upon expiration of his term of office, he shall automatically resign from his post upon the date of passing the resolution of the shareholders' meeting.
Chapter 4 Responsibilities and Obligations after Resignation
Article 15 Directors and senior managers shall hand over work with their successor directors, senior managers or persons designated by the board of directors within 5 working days after their resignation takes effect, and complete all transfer procedures to the board of directors to ensure the continuity of the company's business. The work handover content includes but is not limited to documents, data assets, unfinished business lists and other documents required by the company to be handed over. For company affairs that are being handled, departing directors and senior managers should explain the progress, key nodes and follow-up arrangements to the successor in detail to assist in completing the work transition.
Shanghai Tuojing Life Technology Co., Ltd. Directors and Senior Management Resignation Management System
If the resigning directors or senior managers are involved in major matters of the company, the company may initiate a departure audit on them in accordance with relevant requirements. Resigning personnel should fully cooperate with the company in the follow-up verification of major matters during the performance of their duties, and shall not refuse to provide necessary documents and explanations.
After senior managers resign, they shall continue to abide by the non-competition obligations stipulated in the Labor Contract, Non-Competition Agreement or other relevant agreements signed with the company. The prohibition period and geographical scope shall be subject to the agreement.
After the company's directors and senior managers resign, they shall not use their original position to interfere with the company's normal operations or harm the interests of the company and shareholders.
Article 16 When the resignation of a director or the resignation of a senior executive takes effect or the term of office expires, his or her duty of loyalty to the company and shareholders will not be automatically terminated after the end of the term. It will remain valid within one year after the resignation takes effect or the expiration of the term of office. The obligation to keep the company's business secrets confidential will remain effective after the end of his term of office until the secret becomes public information.
Article 17 If directors and senior managers have unfulfilled public commitments and other unfulfilled matters when they resign, the company has the right to require them to formulate a written performance plan and commitments, clarifying the specific matters of the unfulfilled commitments, the expected completion time and the follow-up performance plan; if they fail to perform in accordance with the aforementioned commitments and plans, the company has the right to require them to compensate for all losses resulting therefrom.
Article 18 Changes in shareholdings of resigned directors and senior managers shall comply with the following regulations:
(1) Directors and senior managers of the company shall not transfer their shares in the company within 6 months after their resignation;
(2) If a director or senior manager of a company resigns before the expiration of his or her term of office, the shares transferred each year through centralized bidding, block transactions, agreement transfer, etc. during the term of office shall not exceed 25% of the total number of shares of the company held by him or her. If there are other restrictions on the transfer of the company's shares due to judicial enforcement, inheritance, bequest, division of property according to law, China Securities Regulatory Commission, Shenzhen Stock Exchange and relevant laws, regulations and normative documents, such provisions shall prevail.
Chapter 5 Accountability Mechanism
Article 19 The responsibilities that directors and senior managers shall bear due to the performance of their duties during their term of office shall not be exempted or terminated upon resignation.
If resigned directors or senior managers violate the Company Law and other relevant laws and regulations, normative documents, the Articles of Association and the relevant provisions of this system when performing their duties, and cause losses to the company, they shall bear the responsibility
Shanghai Tuojing Life Technology Co., Ltd. has a compensation liability for the resignation of directors and senior managers. This compensation liability will not be waived or terminated due to resignation. The board of directors should hold accountable the resigned directors and senior managers who have caused losses to the company. The amount of compensation includes but is not limited to direct losses, expected loss of profits and reasonable rights protection expenses. Those involved in illegal crimes will be transferred to judicial authorities for criminal liability.
Article 20 If the company discovers that resigning directors or senior managers have failed to fulfill their commitments, have defective transfers, or have violated their loyalty obligations, the board of directors shall take necessary measures to hold the relevant personnel accountable, including but not limited to convening a meeting to review specific accountability plans for such personnel. The amount of compensation includes but is not limited to direct losses, expected loss of profits, and reasonable rights protection expenses.
Article 21 If resigning directors or senior managers have objections to the accountability decision, they may apply to the company's audit committee for review within 15 days from the date of receipt of the notice. The review period will not affect the company's property preservation measures (if any).
Chapter 6 Supplementary Provisions
Article 22 Matters not covered in this system shall be governed by the relevant national laws, administrative regulations, departmental rules and the "Articles of Association"; if there is a conflict between this system and the provisions of such normative documents due to revisions to relevant national laws, administrative regulations, departmental rules or the "Articles of Association", the provisions of the relevant laws, administrative regulations, departmental rules and the "Articles of Association" shall prevail.
Article 23 The company’s board of directors is responsible for formulating, interpreting and revising these rules.
Article 24 These rules shall take effect and be implemented from the date of review and approval by the company's board of directors.
Shanghai Toujing Life Technology Co., Ltd.
November 2025