Internal reporting system for major events
(April 2022)
Chapter I General Provisions
Article 1 in order to strengthen the management of the internal report of Shenzhen Colibri Technologies Co.Ltd(002957) (hereinafter referred to as “the company”) on major matters, clarify the reporting methods and processes of the company’s internal major matters, and ensure that the company conducts internal review and information disclosure in a legal, true, accurate, complete and timely manner, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standard operation of listed companies on the main board and other relevant laws, regulations and normative documents, as well as the provisions of Shenzhen Colibri Technologies Co.Ltd(002957) articles of Association (hereinafter referred to as the “articles of association”), This system is formulated in combination with the actual situation of the company.
Article 2 the internal reporting system of major events of the company refers to the system in which the company (including the company and its subsidiaries) and relevant personnel who are obliged to report in accordance with the provisions of this system shall report relevant information to the chairman of the company and the Secretary of the board of directors at the first time when there is, occurs or is about to occur a situation or event that may have a great impact on the trading price of the company’s shares and their derivatives.
Article 3 the internal reporting obligors of major events mentioned in this system include:
(I) directors, supervisors and senior managers of the company;
(II) responsible persons and / or contact persons of all departments, branches and subsidiaries of the company (including wholly-owned subsidiaries, holding subsidiaries and participating subsidiaries of the company, the same below);
(III) directors, supervisors and senior managers appointed, nominated and recommended by the company to subsidiaries and designated contacts;
(IV) controlling shareholders, actual controllers, shareholders holding more than 5% of the company’s shares and their persons acting in concert or their designated contacts;
(V) other personnel who may get information about major matters of the company due to their positions in the company. Article 4 this system is applicable to companies, branches and subsidiaries, and some provisions are applicable to shareholders holding or holding more than 5% of the shares of the company.
Chapter II General Provisions
Article 5 the disclosure of major matters of the company shall be under the unified leadership and management of the board of directors.
Article 6 the office of the board of directors of the company is the daily office of the board of directors, and the Secretary of the board of directors is responsible for the management and disclosure of information on major matters.
Article 7 the reporting obligor is the first person responsible for the internal report of major events, and has the obligation to urge the department or unit to collect and sort out the information, as well as the obligation to report the information of major events known within the scope of its authority to the office of the board of directors. The reporting obligor shall be responsible for the authenticity, accuracy and completeness of the reported information and materials, and designate special personnel to act as the contact person for the internal report of major event information, and timely provide and report the major event information required by the system to the office of the board of directors. In case of any circumstance specified in Chapter III of this system, the reporting obligor shall report relevant information to the chairman of the board of directors and the Secretary of the board of directors at the first time, and cooperate with the office of the board of directors to complete various matters of information disclosure. The reporting obligor shall timely learn and understand the relevant provisions of laws, administrative regulations and departmental rules on the company’s information disclosure, and participate in the training on information disclosure organized by the company; For information whose importance cannot be judged, it is necessary to consult the office of the board of directors and the Secretary of the board of directors in time. Article 8 reporting obligors and other insiders shall have the obligation of strict confidentiality before the information of major matters is publicly disclosed.
Chapter III Scope of information on major events
Article 9 the information of major events of the company includes but is not limited to the following contents:
(I) matters to be submitted to the board of directors and the board of supervisors of the company for deliberation;
(II) the following major transactions have occurred or are to occur, including:
1. Purchase or sale of assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily production and operation, but if the purchase or sale of such assets is involved in asset replacement, it is still a reportable event);
2. Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
3. Provide financial assistance (including entrusted loans, etc.);
4. Provide guarantee (including guarantee for holding subsidiaries);
5. Leased in or leased out assets;
6. Entrusted or entrusted management of assets and businesses;
7. Donated or donated assets;
8. Reorganization of creditor’s rights or debts;
9. Transfer or transfer of R & D projects;
10. Sign the license agreement;
11. Waiver of rights (including waiver of preemptive right, preemptive right to subscribe capital contribution, etc.);
12. Other important transactions recognized by the company or Shenzhen Stock Exchange.
In the above matters, when items 2 to 4 are to occur or have occurred, regardless of the amount, the reporting obligation shall perform the reporting obligation; If the transaction of other matters meets or may meet one of the following standards, the reporting obligor shall perform the reporting obligation in time:
A. the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
B. the net assets involved in the subject matter of the transaction (such as equity) account for more than 10% of the latest audited net assets of the listed company, and the absolute amount exceeds 10 million yuan. If the net assets involved in the transaction have both book value and assessed value, the higher one shall prevail;
C. the relevant operating income of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 10% of the audited main business income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan; D. the net profit related to the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
The transaction amount (including debts and expenses) of e transaction accounts for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan;
The profit from F transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. When the company and the same trading party have two transactions in opposite directions at the same time, the disclosure standard shall be calculated according to the higher of the transaction indicators in a single direction.
(III) related party transactions:
For the related party transactions to be or have occurred, no matter the amount, the reporting obligation shall be fulfilled. 1. Transactions specified in Item (II) of this article;
2. Purchase of raw materials, fuel and power;
3. Selling products and commodities;
4. Providing or receiving labor services;
5. Entrusted or entrusted sales;
6. Joint investment by related parties;
7. Project contracting;
8. Other matters that may cause the transfer of resources or obligations through agreement;
(IV) litigation and arbitration matters:
1. Major litigation and arbitration involving an amount of more than 10% of the absolute value of the company’s latest audited net assets and an absolute amount of more than 10 million yuan;
2. If the amount involved in litigation and arbitration matters within 12 consecutive months reaches the standards mentioned in the preceding paragraph, the provisions of this paragraph shall apply. If the relevant obligations have been performed in accordance with the provisions of the preceding paragraph, they shall not be included in the cumulative calculation scope; 3. Litigation involving the application for cancellation or invalidation of the resolutions of the general meeting of shareholders and the board of directors of the company;
4. Representative litigation of securities disputes.
5. If the litigation or arbitration matters that fail to meet the standard of paragraph (1) of this article or have no specific amount involved may have a great impact on the trading price of the company’s shares and their derivatives, or the stock exchange deems it necessary, it shall report in time.
(V) other major events:
1. Change of project investment funds raised;
2. Performance forecast and performance express;
3. Profit distribution and conversion of capital reserve into share capital;
4. Clarification of abnormal fluctuations and rumors in stock trading;
5. Repurchase of shares;
6. Major issues involved in convertible corporate bonds;
7. Equity incentive, employee stock ownership plan, major asset restructuring, asset spin off or listing;
8. Merger, division and spin off
9. Commitments of the company and its shareholders
10. Bankruptcy
(VI) major risks:
1. Major losses or losses;
2. The occurrence of major debts and the default of outstanding due major debts;
3. May be liable for major breach of contract or large amount of compensation according to law;
4. Provision for impairment of large assets;
5. The company decides to dissolve or is ordered to close down by the competent authority according to law;
6. Major creditor’s rights are not paid off when due, or the main debtor is insolvent or enters bankruptcy proceedings; 7. The main business assets of the company are sealed up, seized, frozen, mortgaged, pledged or scrapped, exceeding 30% of the total assets, and the main bank accounts are frozen;
8. Major or all businesses come to a standstill;
9. The company was filed for investigation due to suspected crime, and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company were suspected of crime and taken compulsory measures according to law;
10. The company or its controlling shareholders, actual controllers, directors, supervisors and senior managers are subject to criminal punishment, suspected of violation of laws and regulations, filed for investigation by the CSRC, or subject to administrative punishment by the CSRC, or subject to major administrative punishment by other competent authorities
11. The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company are suspected of serious violations of discipline and law or job-related crimes, and are detained by the discipline inspection and supervision organ, which affects their performance of their duties;
12. The chairman or general manager of the company is unable to perform his duties, and the directors, supervisors and senior managers of the company other than the chairman or general manager are affected by the coercive measures taken by the competent authorities due to suspected violations of laws and regulations, or are unable to perform their duties normally for more than three months due to physical, work arrangements and other reasons;
13. Other major risks identified by the stock exchange or the company.
(VII) major changes
1. Change the company’s name, stock abbreviation, articles of association, registered capital, registered address, office address and contact number. If the articles of association are changed, the new articles of association shall also be disclosed in qualified media;
2. Major changes in business policy and business scope;
3. Change accounting policies and accounting estimates;
4. The board of directors adopts domestic and foreign financing schemes such as issuing new shares, convertible corporate bonds, preferred shares and corporate bonds; The company has received corresponding review opinions on the issuance of new shares or other domestic and foreign issuance financing applications and major asset restructuring;
5. According to the relevant provisions of China Securities Regulatory Commission on industry classification, the company’s industry classification has changed
6. The company’s manager or financial principal, directors (including independent directors), or more than one-third of the supervisors change;
7. Major changes in the company’s production and operation, external conditions or production environment (including major changes in industrial policies, product prices, raw material procurement, sales methods, etc.);
8. The conclusion of important contracts may have a significant impact on the company’s assets, liabilities, equity and operating results;
9. Newly promulgated laws, administrative regulations, departmental rules, normative documents and policies may have a significant impact on the company’s operation;
10. Appoint and dismiss an accounting firm as the auditor of the company;
11. Obtaining additional income may have a significant impact on the company’s assets, liabilities, equity or operating results;
12. Other circumstances recognized by the stock exchange or the company.
Article 10 the following events occur to the controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company:
(I) major changes have occurred or are planned to occur in the shareholding or control of the company by shareholders or actual controllers holding more than 5% of the shares of the company;
(II) the court ruled to prohibit the controlling shareholder from transferring its shares;
(III) more than 5% of the company’s shares held by any shareholder are pledged, frozen, judicially marked, judicially auctioned, entrusted, or the voting rights are restricted according to law, or there is a risk of compulsory transfer of ownership;
(IV) propose to restructure the shareholders’ major assets or business;
(V) other circumstances prescribed by the CSRC.
Article 11 if the controlling shareholder of the company and the shareholder holding more than 5% of the company’s shares sell or transfer their shares in the secondary market by agreement, the shareholder shall timely report the matters about the sale or transfer of shares in the secondary market to the chairman of the company and the Secretary of the board of directors. If the shares are transferred by agreement, the shareholder shall continuously report the progress of the transfer of shares by agreement to the chairman of the company and the Secretary of the board of directors.
Chapter IV internal reporting procedures and management of major events
Article 12 the reporting obligor shall report the relevant information to the chairman of the board of directors and the Secretary of the board of directors at the first time after knowing the information of major internal matters described in the system.
Article 13 the report forms of internal information include (but are not limited to): written form, telephone form, E-mail form, oral form, meeting form, etc. In principle, the information disclosure reporter shall report the information of major events to the chairman of the company and the Secretary of the board of directors in writing. However, in case of emergency, it can also report orally first, and then supplement relevant written materials according to the requirements of the chairman of the company and the Secretary of the board of directors. The written materials include but are not limited to:
(I) the reason for the occurrence of the major event, the basic information of each party, whether there is a related relationship between each party, and whether the major event is serious
Introduction to the contents of important matters and their impact on the operation of the company;
(II) the agreements, letters of intent, agreements and contracts involved;
(III) government approvals, laws, regulations, court decisions and briefings involved;
(IV) the opinions issued by the intermediary on the major matter;
(V) the company’s internal opinions on the examination and approval of such major matters;
(VI) other materials related to the major event.
Article 14 the Secretary of the board of directors shall analyze and judge the major information reported in accordance with relevant laws and regulations, the stock listing rules of Shenzhen Stock Exchange and other normative documents and the relevant provisions of the articles of association
