Statement of independent director candidates
I, Wu Qiusheng, have fully understood and agreed to be nominated by the nominee Shanxi Coal International Energy Group Co.Ltd(600546) board of directors as the candidate for independent director of the Shanxi Coal International Energy Group Co.Ltd(600546) eighth board of directors. I publicly declare that I am qualified as an independent director and guarantee that there is no relationship affecting my independence as an Shanxi Coal International Energy Group Co.Ltd(600546) independent director. The specific statement is as follows:
1、 I have the basic knowledge of the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules and other normative documents, and have more than five years of working experience in law, economy, accounting, finance, management or other necessary work experience for performing the duties of independent directors.
2、 My qualification meets the requirements of the following laws, administrative regulations and departmental rules: (I) provisions on the qualification of directors in the company law of the people’s Republic of China;
(II) provisions of the civil servant law of the people’s Republic of China on civil servants holding concurrent posts; (III) relevant provisions of the rules for independent directors of listed companies issued by the CSRC;
(IV) the provisions of the notice on regulating central management cadres to resign from public office or serve as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement) issued by the Discipline Inspection Commission of the CPC Central Committee and the Organization Department of the CPC Central Committee;
(V) relevant provisions of the Organization Department of the CPC Central Committee on further regulating the part-time (post holding) of Party and government leading cadres in enterprises;
(VI) relevant provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the CPC Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision;
(VII) other laws and regulations, departmental rules, normative documents and circumstances stipulated by Shanghai Stock Exchange.
3、 I am independent and do not fall under the following circumstances:
(I) persons who work in listed companies or their affiliated enterprises and their immediate family members and major social relations (immediate family members refer to spouses, parents, children, etc.; major social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.); (II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the listed company or are among the top ten shareholders of the listed company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the listed company or in the top five shareholder units of the listed company and their immediate family members;
(IV) persons who hold posts in the actual controllers of listed companies and their affiliated enterprises;
(V) personnel who provide financial, legal, consulting and other services for the listed company and its controlling shareholders or their respective subsidiaries, including all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main responsible persons; (VI) serve as a director, supervisor or senior manager in a unit with significant business dealings with the listed company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
(VII) persons who have been under the circumstances listed in the preceding six items in the last 12 months;
(VIII) other situations where the Shanghai stock exchange determines that it does not have independence.
4、 I have no following bad records:
(I) having been subject to administrative punishment by the CSRC in the last 36 months;
(II) during the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
(III) having been publicly condemned by the stock exchange or criticized twice or more in the last 36 months;
(IV) during the period when he served as an independent director, he did not attend the meeting of the board of directors for two consecutive times or did not attend the meeting of the board of directors in person, accounting for more than one-third of the meetings of the board of directors in that year; (V) during his tenure as an independent director, the independent opinions expressed are obviously inconsistent with the facts. 5、 Including Shanxi Coal International Energy Group Co.Ltd(600546) , I also serve as an independent director
