Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2014-20
Statement of Independent Director Candidate of China Fangda Group Co., Ltd.
I, Huang Yaying, as the an independent director candidate of the 7th Board of
Directors of China Fangda Group Co., Ltd., make this public statement that the
relationship between China Fangda Group Co., Ltd. and I has no impact on my
independence and I am an eligible independent director candidate in accordance with
relevant laws, administrative regulations, by-laws, regulatory documents and rules of
the Shenzhen Stock Exchange.
1. I'm not hindered from serving as a director of the Company due to any of the conditions described in Article 147 of the Company Law;
√ Yes □ No
If no, please explain the condition specifically:
2. I'm eligible for the position according to the Company's articles of association;
√ Yes □ No
If no, please explain the condition specifically:
3. I have received the certificate of independent director in accordance with the Training Guide for Senior Management of Listed Companies issued by CSRC;
√ Yes □ No
If no, please explain the condition specifically:
4. Over the past one year, I, my direct relatives nor related persons held any
positions in the Company and its subsidiaries.
√ Yes □ No
If no, please explain the condition specifically:__________________
5. Over the past one year, I, my direct relatives nor related persons held directly
or indirectly more than1% of the Company's issued shares or are among the top-10
shareholders of the Company.
√ Yes □ No
If no, please explain the condition specifically:__________________
6. Over the past one year, I nor my direct relatives held any positions in
shareholding companies that hold more than5% of the Company's issued shares, or
held any positions in a shareholding company among the top-5 shareholding
companies of the listed company.
√ Yes □ No
If no, please explain the condition specifically:__________________
7. Over the past one year, neither I nor my direct relatives held any positions in
the Company's controlling shareholder, actual controller or its subsidiries.
√ Yes □ No
If no, please explain the condition specifically:__________________
8. I provide no financial, legal, management or technical consulting services for
China Fangda Group Co., Ltd. or its subsidiaries or its controlling shareholder.
√ Yes □ No
If no, please explain the condition specifically:__________________
9. I hold no position in companies with major transactions with the Company, its controlling shareholder, actual controller or its subsidiaries, or the controlling
shareholder of such a company.
√ Yes □ No
If no, please explain the condition specifically:__________________
√ Yes □ No
If no, please explain the condition specifically:__________________
11. I'm not prohibited from participating in the securities market by CSRC or the
prohibition has expired;
√ Yes □ No
If no, please explain the condition specifically:__________________
12. I have not been publicly identified by the stock exchange as unfit for serving
as a director, supervisor or senior management of a listed company;
√ Yes □ No
If no, please explain the condition specifically:__________________
13. I have not been punished by CSRC over the past three years:
√ Yes □ No
If no, please explain the condition specifically:__________________
14. I have not been publicly criticized or received more than three criticism
circulars over the past three years;
√ Yes □ No
If no, please explain the condition specifically:__________________
15. Over the past one year, nor I, my existing nor previous employers had any impacts on me that would affect my independence.
√ Yes □ No
If no, please explain the condition specifically:__________________
16. Serving as an independent director complies with regulations of the Civil Servant Law.
√ Yes □ No
If no, please explain the condition specifically:
17. I am not a central administrative official of the CPC, NPC, CPPCC, court, procuratorate or other similar organs.
√ Yes □ No
If no, please explain the condition specifically:
18. I have not resigned or retired for less than three years and will not serve as a management executive at a listed company directly related to my previous work.
√ Yes □ No
If no, please explain the condition specifically:
19. I have not resigned or retired for less than three years, and will not serve as an independent director without the consent from the CPC unit (committee), discipline inspection commission or central organization department that I worked at previously.
√ Yes □ No
If no, please explain the condition specifically:
20. I will not serve as an independent director without reporting to and completing registration with the CPC unit (committee) that I worked at previously after more than three years upon my resignation and retirement.
√ Yes □ No
If no, please explain the condition specifically:
21. Serving as an independent director is not the condition that a central administrative official who has resigned or retired for more than three years holds a position at a listed company in the previous governing region and scope of business, of which more than25% stock is held by foreign fund.
√ Yes □ No
If no, please explain the condition specifically:
22. Serving as the independent director will not violate regulations on taking positions by an university management executive in the Opinions on Strengthening Anti-Corruption Campaign in Universities issued by the Central Commission for Discipline Inspection, Ministry of Education and Ministry of Supervision.
√ Yes □ No
If no, please explain the condition specifically:
23. Taking this position will not violate the Provisional Regulations on Independent Directors of Insurance Companies issued by the CIRC.
√ Yes □ No
If no, please explain the condition specifically:
24. Taking this position will not violate the Regulations for Independent Directors and External Supervisors of Joint-Stock Commercial Banks.
√ Yes □ No
If no, please explain the condition specifically:
25. The independent director nomination will not violate the Regulations on Supervising Qualification of Directors, Supervisors and Senior Management of Securities Companies issued by the CSRC.
√ Yes □ No
If no, please explain the condition specifically:__________________
26. Taking this position will not violate regulations of other governing bodies on qualification of directors and independent directors.
√ Yes □ No
If no, please explain the condition specifically:
27. The number of listed company where I serve as an independent director does not exceed five, including China Fangda Group Co., Ltd., and I have not served as an independent director at China Fangda Group Co., Ltd. for more than six years.
√ Yes □ No
If no, please explain the condition specifically:
28. I will provide true, accurate and all required information including my career, education, professional title, work experience and part-time positions in my resume to the listed company.
√ Yes □ No
If no, please explain the condition specifically:
29. I have asked the Board of Directors of the Company in accordance with the Regulations on Independent Director Registration of Shenzhen Stock Exchange to disclose information about me including my career, education, work experience and part-time jobs.
√ Yes □ No
If no, please explain the condition specifically:__________________
30. I have attended in person most of the meetings of the Board of Directors in
my previous terms of office as independent directors.
√ Yes □ No □ NA
During the past three years, I have attended___ meetings of the Board of Directors in my terms of offices in listed companies and have missed___ meetings. (Missing a meeting means absence in a meeting with no proxy appointed to attend the meeting)
√ Yes □ No □ NA
If no, please explain the condition specifically:
32. I have not been punished by any bodies other than the CSRC over the past three years:
√ Yes □ No
If no, please explain the condition specifically:__________________
33. I have not served as a director, supervisor or senior management in more than five listed companies concurrently;
√ Yes □ No
If no, please explain the condition specifically:__________________
34. I am not over 70 years old and I am not serving at multiple companies,
institutions or social organizations concurrently.
√ Yes □ No
If no, please explain the condition specifically:__________________
35. There are no other conditions that may affect the diligent and independent performance of duties of the independent director.
√ Yes □ No
If no, please explain the condition specifically:
I, Huang Yaying, make this statement: I fully understand the duties of an independent director and guaranty that the statement is true, accurate and complete, and is free of any misleading statement or material omission; otherwise, I will be held legally liable for any consequence and punished by the Shenzhen Stock Exchange. During the term of office as the independent director of the Company, I will fully comply with regulations of the CSRC and Shenzhen Stock Exchange and ensure
sufficient time and efforts to fulfill my duties, make independent judgment without being affected by major shareholders, actual controller of the Company or other interested companies or individuals. During the term of office as an independent director, if I fail to meet the requirements of serving as an independent director, I will report the Board of Directors immediately and resign from the office as soon as possible.
I authorize the secretary of the Board of Directors to deliver the statement and other information about me to the Shenzhen Stock Exchange. I will assume any legal liability incurred by the delivery.
Stated by: Huang Yaying (signature)
Date: March 6, 2014