Shenzhen Colibri Technologies Co.Ltd(002957) independent director system
(April 2022)
Chapter I General Provisions
Article 1 in order to further improve the governance structure of Shenzhen Colibri Technologies Co.Ltd(002957) (hereinafter referred to as “the company” or “the company”), promote the standardized operation of the company, safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, from damage, according to the company law of the people’s Republic of China This system is hereby formulated in combination with the actual situation of the company, including laws, regulations and normative documents such as the rules for independent directors of listed companies, the standards for the governance of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the relevant provisions of Shenzhen Colibri Technologies Co.Ltd(002957) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 an independent director refers to a director who does not hold any position other than a director in the company and has no relationship with the company and its major shareholders that may hinder his independent and objective judgment.
Article 3 independent directors have the obligation of good faith and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws, regulations, normative documents and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders. Independent directors shall perform their duties independently and shall not be affected by the company’s major shareholders, actual controllers, and other units or individuals having an interest in the company.
Article 4 in principle, independent directors can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform the duties of independent directors.
Article 5 independent directors account for at least one-third of the members of the board of directors of the company. Including at least one accounting professional with rich accounting professional knowledge and experience, and meeting at least one of the following conditions: (I) having the qualification of certified public accountant;
(II) having a senior professional title, associate professor or above, or a doctor’s degree in accounting, auditing or financial management;
(III) have senior professional titles in economic management, and have more than 5 years of full-time working experience in professional posts such as accounting, audit or financial management.
Article 6 in case that the number of independent directors of the company fails to meet the requirements of laws, regulations, normative documents and the articles of association, the company shall make up the number of independent directors in accordance with the regulations.
Article 7 independent directors and persons who intend to serve as independent directors shall participate in the training organized by the CSRC and its authorized institutions in accordance with the requirements of the CSRC.
Chapter II qualifications of independent directors
Article 8 independent directors shall meet the following basic conditions:
(I) be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions; (II) independence required by laws and regulations;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of working experience in law, economics or other work necessary to perform the duties of independent directors;
(V) have the qualification certificate of independent director recognized by the CSRC;
(VI) other conditions stipulated in laws, regulations, normative documents and the articles of association.
Article 9 independent directors must be independent, and the following persons shall not serve as independent directors:
(I) personnel who work in the company or its affiliated enterprises and their immediate family members and main social relations; (II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) personnel and immediate family members working in the controlling shareholders, actual controllers and affiliated enterprises of the company; (V) personnel providing financial, legal and consulting services for the company, its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) personnel working in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or personnel working in units with controlling shareholders with significant business dealings;
(VII) persons who have had the situations listed in the above six items in the most recent year;
(VIII) other personnel specified in laws, regulations, normative documents and the articles of association, or other circumstances recognized by Shenzhen Stock Exchange.
The subsidiary enterprises of the controlling shareholder and actual controller of the company in items (IV), (V) and (VI) of the preceding paragraph do not include the subsidiary enterprises that do not form an affiliated relationship with the company according to the relevant rules. In the first paragraph, “immediate relatives” refer to spouses, parents and children; “Major social relations” refer to brothers and sisters, parents of spouses, spouses of children, spouses of brothers and sisters, brothers and sisters of spouses; “Major business transactions” refer to the matters that need to be submitted to the general meeting of shareholders for deliberation in accordance with other relevant provisions of the stock exchange or the articles of association, or other major matters recognized by the bourse; “Holding office” refers to serving as a director, supervisor, senior manager and other staff.
Article 10 candidates for independent directors shall have no following bad records:
(I) being subjected to administrative punishment by the CSRC or criminal punishment by judicial organs for securities and futures violations and crimes within the last 36 months;
(II) being put on file for investigation by the CSRC or by the judicial organ due to suspected illegal and criminal acts of securities and futures, and there is no clear conclusion;
(III) being publicly condemned by the stock exchange or being criticized in more than three circulars within the last 36 months; (IV) as the object of punishment for dishonesty, he is identified and restricted by the national development and Reform Commission and other ministries and commissions to hold the post of director of a listed company;
(V) within 12 months after the board of directors requested the general meeting of shareholders to replace the independent director who failed to attend the meeting of the board of directors in person for three consecutive times or failed to attend the meeting of the board of directors in person for two consecutive times and did not entrust other directors to attend the meeting of the board of directors;
(VI) other circumstances recognized by Shenzhen Stock Exchange.
Chapter III nomination, election and replacement of independent directors
Article 11 the board of directors, the board of supervisors and the shareholders who individually or jointly hold more than 1% of the issued shares of the company (hereinafter referred to as “nominees”) may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders.
Article 12 when nominating candidates for independent directors, in addition to complying with the above provisions of the system, the nominees of independent directors shall also focus on whether the candidates for independent directors have the following circumstances:
(I) failing to attend the meetings of the board of directors in person for two consecutive times or more than half of the total number of meetings of the board of directors in 12 consecutive months during the previous period of serving as an independent director;
(II) failing to express the opinions of independent directors as required or the independent opinions expressed are proved to be obviously inconsistent with the facts during the past period of serving as independent directors;
(III) being punished by other relevant departments other than the CSRC within the last three years;
(IV) serving as a director, supervisor or senior manager in more than five companies at the same time;
(V) being removed from office by a listed company before the expiration of the term of office of an independent director previously held;
(VI) other circumstances that affect the integrity, diligence and independent performance of duties of independent directors.
If the candidate has the above circumstances, the nominee shall disclose the specific circumstances, the reasons for still nominating the candidate, whether it has an impact on the standardized operation and corporate governance of the company and the countermeasures.
Article 13 the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominee shall fully understand the nominee’s occupation, education background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the company that affects his independent objective judgment.
Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall publish the above contents in accordance with the provisions.
Article 14 the company shall submit relevant materials of all nominees (including but not limited to declaration of candidates for independent directors, declaration of nominees for independent directors, resume of independent directors and qualification certificate of independent directors) to Shenzhen Stock Exchange at the latest when issuing the notice and announcement of the general meeting of shareholders on the election of independent directors. If the board of directors of the company has any objection to the relevant information of the nominee, it shall submit the written opinions of the board of directors at the same time.
When the general meeting of shareholders is held to elect independent directors, the board of directors of the company shall explain whether the candidates for independent directors are objected by Shenzhen Stock Exchange. The company shall not submit the independent director candidates who raise objections from Shenzhen Stock Exchange to the general meeting of shareholders for election as independent directors. If the proposal has been submitted to the general meeting of shareholders for deliberation, the proposal shall be cancelled.
Article 15 the voting method for the election of independent directors is the same as that for the election of other directors.
Article 16 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 17 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders to replace him.
Except for the above circumstances and the circumstances that the independent director is not allowed to serve as a director specified in laws, regulations, normative documents and Article 9 of this system, the independent director shall not be removed without reason before the expiration of his term of office.
Before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure. If the dismissed independent director believes that the company’s reason for dismissal is improper, he may make a public statement.
Article 18 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or deemed 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 specified in laws, regulations, normative documents and the articles of association due to the resignation of independent directors, or there are no accounting professionals in the independent directors, the resignation report of the independent director shall take effect after the next independent director fills his vacancy.
Chapter IV responsibilities of independent directors
Article 19 in addition to the functions and powers conferred on directors by the company law and other relevant laws, regulations and normative documents, independent directors shall also have the following special functions and powers:
(I) related party transactions to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved by independent directors; Before making a judgment, independent directors may hire an intermediary to issue a special report as the basis for their judgment. (II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation; (V) propose to convene the board of directors;
(VI) the voting rights may be publicly solicited from shareholders before the shareholders’ meeting, but it shall not be solicited by means of compensation or compensation in disguised form;
(VII) independently employ external audit institutions and consulting institutions. Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers in items (I) to (VI) of the preceding paragraph, and the consent of all independent directors when exercising the functions and powers in Item (VII) of the preceding paragraph. Items (I) and (II) of the preceding paragraph can be submitted to the board of directors for discussion only after more than half of the independent directors agree.
If the proposal in paragraph 1 is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Article 20 in the remuneration and assessment, audit, nomination and other committees under the board of directors of the company, independent directors shall account for more than half of the proportion and act as the convener.
Article 21 in addition to performing the above duties, independent directors shall also express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing or dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
（11） Related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of consolidated statements), entrusted financial management, provision of financial assistance, use of raised funds, investment in stocks and their derivatives and other major matters that need to be disclosed;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of listed companies;
（13） The company plans to decide that its shares will no longer be traded in Shenzhen Stock Exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters stipulated by relevant laws and regulations, relevant provisions of the exchange and the articles of association.
Article 22 independent directors shall express one of the following opinions on the above matters: agree; Reservations and their reasons; Objections and their reasons; If it is impossible to express opinions and their obstacles, the opinions expressed shall be clear and clear.
Article 23 the independent opinions issued by independent directors on major issues shall at least include the following:
