Shenzhen Colibri Technologies Co.Ltd(002957) implementation rules of strategy and Development Committee
Shenzhen Colibri Technologies Co.Ltd(002957)
Implementation rules of the strategy and Development Committee of the board of directors
(April 2022)
Chapter I General Provisions
Article 1 in order to meet the strategic development needs of Shenzhen Colibri Technologies Co.Ltd(002957) (hereinafter referred to as “the company” or “the company”), enhance the core competitiveness of the company, determine the development plan of the company, improve the investment decision-making procedures, strengthen the scientificity of decision-making, improve the efficiency and quality of major investment decisions, and improve the corporate governance structure, In accordance with the company law of the people’s Republic of China, the governance standards for listed companies, the Shenzhen Colibri Technologies Co.Ltd(002957) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, the company hereby establishes the strategy and Development Committee of the board of directors (hereinafter referred to as the “strategy and Development Committee”) and formulates these implementation rules.
Article 2 the strategy and Development Committee is a special working body established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions.
Chapter II personnel composition
Article 3 the members of the strategy and Development Committee shall be composed of five directors, including at least one independent director.
Article 4 the members of the strategy and Development Committee shall be nominated by the chairman, more than half of the independent directors or one-third of all the directors, and elected by the board of directors.
Article 5 the strategy and Development Committee shall have a chairman (convener), who shall be the chairman of the company. When the convener is unable or unable to perform his duties, he shall appoint another member to exercise his functions and powers on his behalf; When the convener neither performs his duties nor designates other members to perform his duties on his behalf, any member can report the relevant situation to the board of directors of the company, and the board of directors designates a member to perform the duties of the convener.
Article 6 The term of office of the strategy and Development Committee is the same as that of the board of directors. Upon expiration of the term of office, members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the strategy and Development Committee shall set up an investment review team, and the general manager of the company shall be the leader of the investment review team.
Shenzhen Colibri Technologies Co.Ltd(002957) implementation rules of strategy and Development Committee
Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the strategy and Development Committee:
(I) study and discuss the company’s long-term development strategic planning and put forward suggestions;
(II) study and put forward suggestions on major investment and financing schemes that must be approved by the board of directors according to the articles of Association;
(III) study and put forward suggestions on major capital operation and asset management projects that must be approved by the board of directors according to the articles of Association;
(IV) study and put forward suggestions on other major issues affecting the development of the company;
(V) check the implementation of the above matters;
(VI) other matters authorized by the board of directors.
Article 9 the strategy and Development Committee shall be responsible to the board of directors, and the proposal of the committee shall be submitted to the board of directors for deliberation and decision.
Chapter IV decision making procedures
Article 10 the investment review team shall be responsible for the preliminary preparations for the decision-making of the strategy and Development Committee and provide the information of relevant parties of the company:
(I) the person in charge of the company’s relevant departments or holding (joint-stock) enterprises shall report the intention of major investment and financing, capital operation, asset management projects, preliminary feasibility report, basic information of partners and other materials; (II) the investment review team shall conduct the preliminary review, sign and issue the project proposal, and report to the strategy and Development Committee for the record;
(III) relevant departments of the company or holding (participating) enterprises negotiate agreements, contracts, articles of association and feasibility reports, and report to the investment review team;
(IV) the investment review team shall review and issue written opinions, and submit formal proposals to the strategy and Development Committee.
Article 11 the strategy and Development Committee shall hold a meeting according to the proposal of the investment review group for discussion, submit the discussion results to the board of directors and feed back to the investment review group at the same time.
Chapter V rules of procedure
Shenzhen Colibri Technologies Co.Ltd(002957) implementation rules of strategy and Development Committee
Article 12 the strategy and Development Committee shall hold a meeting at least once a year and notify all members three days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting. If a meeting needs to be held as soon as possible due to an emergency, it may not be subject to the above-mentioned notice period, but the convener shall make an explanation at the meeting.
Article 13 the meeting of the strategy and Development Committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 the voting method of the meeting of the strategy and Development Committee is a show of hands or voting; The meeting can be held by means of communication voting.
Article 15 the head and deputy head of the investment review group may attend the meeting of the strategy and Development Committee as nonvoting delegates, and may also invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 if necessary, the strategy and Development Committee may hire an intermediary to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 the convening procedures, voting methods and proposals adopted at the meeting of the strategy and Development Committee must comply with the provisions of relevant laws, regulations, normative documents, the articles of association and these rules.
Article 18 the meeting of the strategy and Development Committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company.
Article 19 the proposals and voting results adopted at the meeting of the strategy and Development Committee shall be reported to the board of directors of the company in writing.
Article 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter VI supplementary provisions
Article 21 matters not covered in these Rules shall be implemented in accordance with national laws, regulations, normative documents and the relevant provisions of the articles of association. In case of any inconsistency between these rules and the relevant provisions of laws, regulations, other normative documents and the articles of association, the provisions of relevant laws, regulations, other normative documents and the articles of association shall prevail.
Article 22 the detailed rules shall be interpreted and revised by the board of directors of the company.
Article 23 the detailed rules shall come into force after being deliberated and adopted by the board of directors.
