Dabo Medical: Resignation Management System for Directors and Senior Management (October 2025)
Resignation management system for directors and senior managers
Dabo Medical Technology Co., Ltd.
Resignation management system for directors and senior managers
Chapter 1 General Principles
Article 1 In order to further standardize the resignation procedures for directors and senior managers of Dabo Medical Technology Co., Ltd. (hereinafter referred to as the "Company"), ensure the stability and continuity of the company's governance structure, and safeguard the legitimate rights and interests of the company and shareholders, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), The Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the "Shenzhen Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Stock Listing Rules"), "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies", "Management Rules for the Company's Shares Held by Directors and Senior Managers of Listed Companies and Their Changes" and other relevant laws, regulations and normative documents, as well as relevant provisions of the "Articles of Association of Dabo Medical Technology Co., Ltd." (hereinafter referred to as the "Articles of Association"), this system is formulated based on the actual situation of the company.
Article 2 This system applies to the resignation of all directors (including independent directors) and senior managers of the company due to expiration of term of office, resignation, resignation, removal of office or other reasons.
Chapter 2 Circumstances of resignation and effective conditions
Article 3 Directors of a company may resign before the expiration of their term, and senior managers may resign before the expiration of their term. The resignation of a director or senior management member of a company must submit a written resignation report. If a director resigns, the resignation shall be effective from the date the company receives the resignation report; if a senior management member resigns, the resignation shall be effective from the date the board of directors receives the resignation report. The company shall disclose the relevant information within two trading days.
Article 4 If the following circumstances exist, before the re-elected director takes office, the original director shall continue to perform his duties in accordance with the provisions of laws, administrative regulations, departmental rules, normative documents and the Articles of Association, unless otherwise provided by relevant laws and regulations:
(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 and Risk Control Committee resulted in the number of members of the Audit and Risk Control Committee falling below the legal minimum
The number of directors and senior managers leaving the management system, or the lack of accounting professionals;
(3) The resignation of independent directors results in the proportion of independent directors on the company's 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.
Article 5 If a director fails to be re-elected upon expiration of his term, he will automatically resign on the day when the shareholders' meeting passes the resolution to elect a new board of directors.
Article 6 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made.
Article 7 If a director proposes to resign, the company shall complete the by-election within 60 days from the date of the director's resignation to ensure that the composition of the board of directors and its special committees complies with laws, regulations and the Articles of Association. 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, and the company shall determine a new legal representative within thirty days from the date of resignation of the legal representative.
When circumstances arise that stipulate in laws, administrative regulations, departmental rules, normative documents or the Articles of Association that the company's senior managers should be removed from their posts, the company will remove them from their posts and cease their performance of duties in accordance with regulations.
Article 8 Directors and senior managers of a company are natural persons who cannot serve as directors or senior managers of the company under any of the following circumstances:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for five years, and he is sentenced to probation, the probation period has not expired for two years;
(3) Serving as a director, director, or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bearing personal responsibility, and it has not been more than three years since the company or enterprise was revoked of its business license or ordered to close;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
(6) The China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") has taken measures to prohibit entry into the securities market and the time limit has not expired;
Resignation management system for directors and senior managers
(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of a listed company, etc., and the time limit has not expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
If a director is elected or appointed or a senior manager is appointed in violation of the provisions of this Article, the election, appointment or appointment shall be invalid. If a director or senior manager encounters the circumstances specified in this article during his term of office, the company will remove him from his position and stop him from performing his duties.
Chapter 3 Responsibilities and Obligations of Resigning Directors
Article 9 Directors and senior managers should complete all handover procedures to the board of directors and complete work handover before officially leaving the company, including but not limited to the handover of explanations and suggestions for handling unfinished matters, business documents in charge, financial information and other items.
Article 10 Public commitments made by directors and senior managers during their term of office shall continue to be fulfilled regardless of the reason for their resignation. If directors and senior managers have unfulfilled public commitments when they resign, the departing directors and senior managers should submit a written explanation before leaving the company, clarifying the specific matters that have not fulfilled the commitments, the expected completion time and the follow-up implementation plan. When necessary, the company will take corresponding measures to urge the departing directors and senior managers to fulfill their commitments.
Article 11 If directors and senior managers have unfulfilled public commitments before their resignation, the company has the right to require them to formulate a written implementation plan and commitments; 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 12 When directors and senior managers resign effective or their term of office expires, they shall not use the influence of their original positions to interfere with the company's normal operations or harm the interests of the company and shareholders. Their loyalty obligations to the company and shareholders will not be automatically terminated after the end of their term, and will remain valid within the reasonable period stipulated in the Articles of Association. The obligation of directors and senior managers to keep state secrets and company trade secrets confidential shall continue after the end of their term of office until the secrets become public information. The duration of other obligations shall be determined on an equitable basis, depending on the length of time between the occurrence of the event and departure from office, and the circumstances and conditions under which the relationship with the Company ends. The responsibilities of directors and senior managers due to the performance of their duties during their term of office shall not be relieved or terminated upon resignation.
Chapter 4 Shareholding Management of Resigned Directors and Senior Management
Resignation management system for directors and senior managers
Article 13 Before buying and selling the company's stocks and their derivatives, the company's directors and senior managers should be aware of the provisions of the Company Law, Securities Law and other laws, regulations and normative documents regarding insider trading, market manipulation and other prohibited behaviors, and shall not engage in illegal transactions.
Article 14 Changes in shareholdings of departing directors and senior managers shall comply with the following regulations:
(1) Directors and senior managers of the company shall not transfer the shares of the company they hold or add within six months from the date of actual resignation.
(2) Directors and senior managers who resign before the expiration of their term of office shall continue to abide by the following restrictive provisions during the term of office determined when they took office and within six months after the expiration of their term of office:
The shares reduced each year through centralized bidding, block trading, agreement transfer, etc. shall not exceed 25% of the total number of company shares held by them, except for changes in shares due to judicial enforcement, inheritance, legacy, legal division of property, etc. (Directors and senior managers who hold no more than 1,000 shares may transfer them all at once, without restrictions on the transfer ratio);
Within six months after resigning, the company shares held by him or her are not allowed to be transferred;
If laws, administrative regulations, departmental rules, regulations of the China Securities Regulatory Commission and business rules of the Shenzhen Stock Exchange otherwise stipulate restrictions on the transfer of the company's shares, such provisions shall prevail.
Article 15 If resigning directors and senior managers make commitments on the proportion of shares held, holding period, change method, change quantity, change price, etc., they shall strictly implement the commitments made.
Article 16 Resigning directors and senior managers shall 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.
Article 17 Directors and senior managers who violate laws, administrative regulations, departmental rules, normative documents or the Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation. The aforementioned liability for compensation shall not be waived by his resignation.
Chapter 5 Accountability Mechanism
Article 18 If the company discovers that resigning directors and senior managers have failed to fulfill their commitments, have defective transfers, or have violated their duty of loyalty, the board of directors shall convene a meeting to review the specific liability plan for such personnel. The amount of compensation includes but is not limited to direct losses, expected loss of profits, and reasonable rights protection expenses.
Resignation management system for directors and senior managers
Article 19 If resigned directors and 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 20 Matters not covered by this system shall be implemented in accordance with relevant national laws, regulations, rules, normative documents and the relevant provisions of the Articles of Association. If this system is inconsistent with the relevant provisions of laws, regulations, rules, normative documents and the Articles of Association, the provisions of the relevant laws, regulations, rules, normative documents and the Articles of Association shall prevail.
Article 21 The company's board of directors is responsible for the interpretation and revision of this system.
Article 22 This system shall take effect from the date of review and approval by the company's board of directors, and the same shall apply when it is modified.
Dabo Medical Technology Co., Ltd.
October 2025