Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2014-17
China Fangda Group Co., Ltd.
Statement of Independent Director Candidate
China Fangda Group Co., Ltd. has made this public statement on nominating
Huang Yaying as the candidates for the independent directors of the
7th
Board of
Directors of China Fangda Group Co., Ltd.The three nominees have agreed in writing to be nominated as the candidates for the independent directors of the
7th
Board of
Directors of China Fangda Group Co., Ltd. The nomination is made after deep
understanding the career, education background, professional titles and work
experience of the nominees. The nominator believes that the nominees fully meet
requirements on qualification and independence as candidates for independent
directors in accordance with relevant laws, administrative regulations, department
rules and regulatory documents as well as rules of the Shenzhen Stock Exchange. The detailed statement is as follows:
1. The nominees are qualified for serving as directors of listed companies in
accordance with laws such as the Company Law, administrative regulations and other relevant regulations.
√ Yes □ No
If no, please explain the condition specifically:__________________
2. The nominees meet recruiting requirements in the articles of association of
China Fangda Group Co., Ltd.
√ Yes □ No
If no, please explain the condition specifically:__________________
3. The nominees 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. Neither the nominees, their direct relatives nor related persons hold any
positions in the Company and its subsidiaries.
√ Yes □ No
If no, please explain the conditionspecifically:________________
5. Neither the nominees nor their direct relatives hold directly or indirectly more than1% of the issued shares of China Fangda Group Co., Ltd. or are among the
top-10 shareholders of the Company.
√ Yes □ No
If no, please explain the conditionspecifically:________________
6. Neither the nominees nor their direct relatives hold any positions in
shareholding companies that directly or indirectly 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 conditionspecifically:________________
7. Neither the nominees or their direct relatives hold positions in the controlling
shareholder, actual controller and subsidiaries of China Fangda Group Co., Ltd.
√ Yes □ No
If no, please explain the conditionspecifically:________________
8. The nominees 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 conditionspecifically:________________
9. The nominees hold no position in companies with major transactions with
China Fangda Group Co., Ltd., its controlling shareholder, actual controller or its
subsidiaries, or the controlling shareholder of such a company.
√ Yes □ No
If no, please explain the conditionspecifically:________________
10. None of the foresaid six conditions happened in the past one year.
√ Yes □ No
If no, please explain the condition specifically:__________________
11. The nominees are 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. The nominees have not been publicly identified by the stock exchange as
unfit for serving as directors, supervisor or senior management of a listed company;
√ Yes □ No
If no, please explain the condition specifically:__________________
13. The nominees have not been punished by CSRC over the past three years:
√ Yes □ No
If no, please explain the condition specifically:__________________
14. The nominees 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, neither the nominees, their existing nor previous employers had any impacts on the nominees that would affect their 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. The nominees are not central administrative officials of the CPC, NPC,
CPPCC, court, procuratorate or other similar organs.
√ Yes □ No
If no, please explain the condition specifically:__________________
18. The nominees have not resigned or retired for less than three years and will
not serve as management executives at a listed company directly related to their
previous work.
√ Yes □ No
If no, please explain the condition specifically:__________________
19. The nominees have not resigned or retired for less than three years, and will
not serve as independent directors without the consent from the CPC unit (committee), discipline inspection commission or central organization department that they worked at previously.
√ Yes □ No
If no, please explain the condition specifically:__________________
20. The nominees will not serve as independent directors without reporting to
and completing registration with the CPC unit (committee) that they worked at
previously after more than three years upon their 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:__________________
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 numbers of listed companies where the nominees serve as independent directors do not exceed five, including China Fangda Group Co., Ltd., and they have not served as independent directors at China Fangda Group Co., Ltd. for more than six years.
√ Yes □ No
If no, please explain the condition specifically:__________________
28. The nominees 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 them including their career, education, work experience and part-time jobs.
√ Yes □ No
If no, please explain the condition specifically:__________________
29. The nominees have attended in person most of the meetings of the Board of Directors in their previous terms of office as independent directors.
√ Yes □ No □ NA
During the past three years, the nominees have attended_27__ meetings of the Board of Directors in their terms of offices in listed companies and have missed_0__ meetings. (Missing a meeting means absence in a meeting with no proxy appointed to
attend the meeting)
30. While serving as independent directors, the nominees have not given any independentdirector’s opinions not according to regulations and opinions given by them are all consistent with facts.
√ Yes □ No □ NA
If no, please explain the condition specifically:__________________
31. The nominees 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:__________________
32. The nominees have not served as directors, supervisors or senior management in more than five listed companies concurrently;
√ Yes □ No
If no, please explain the condition specifically:__________________
33. The nominees are not over 70 years old and are not serving at multiple
companies, institutions or social organizations concurrently.
√ Yes □ No
If no, please explain the condition specifically:__________________
34. 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:__________________
The nominees guaranty that the statement is true, accurate and complete, and is
free of any misleading statement or material omission; otherwise, the nominees will
be held legally liable for any consequence and punished by the Shenzhen Stock
Exchange.
The nominees authorize the secretary of the Board of Directors to deliver the
statement and other information about them to the Shenzhen Stock Exchange. The
nominees will assume any legal liability incurred by the delivery.
Nominator: Board of Directors of China Fangda Group Co., Ltd. March 7, 2013