Guangdong tianyima Information Industry Co., Ltd
Statement of independent director candidates
As an independent director candidate of the 3rd board of directors of Guangdong tianyima Information Industry Co., Ltd., the declarant Cao Limei publicly declares and guarantees that there is no relationship between me and the company that affects my independence, and that it complies with relevant laws, administrative regulations, departmental rules The requirements of the normative documents and the business rules of Shenzhen Stock Exchange on the qualification and independence of independent director candidates are specifically stated as follows:
1、 I am not prohibited from serving as a director of the company in accordance with Article 146 of the company law of the people’s Republic of China.
√ yes □ no
2、 I meet the qualifications and conditions of independent directors as stipulated in the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC.
√ yes □ no
3、 I am qualified for the appointment of an independent director as stipulated in the articles of association of the company.
√ yes □ no
4、 I have obtained the qualification certificate of independent director in accordance with the guidelines for the training of senior managers of listed companies issued by the CSRC.
√ yes □ no
5、 As an independent director, I will not violate the relevant provisions of the civil servant law of the people’s Republic of China.
√ yes □ no
6、 As an independent director, I will not violate the relevant provisions of the notice on standardizing the resignation of central management cadres from public office or serving as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement) issued by the Central Commission for Discipline Inspection of the Communist Party of China.
√ yes □ no
7、 As an independent director, I will not violate the relevant provisions of the opinions on further standardizing the part-time (tenure) of Party and government leading cadres in enterprises issued by the Organization Department of the CPC Central Committee.
√ yes □ no
8、 As an independent director, I will not violate the 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.
√ yes □ no
9、 As an independent director, I will not violate the relevant provisions of the guidelines on the system of independent directors and external supervisors of joint-stock commercial banks issued by the people’s Bank of China.
√ yes □ no
10、 As an independent director, I will not violate the relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies issued by the CSRC.
√ yes □ no
11、 As an independent director, I will not violate the relevant provisions of the measures for the administration of the qualifications of directors (directors) and senior managers of banking financial institutions and the Interim Measures for the administration of the qualifications of directors, supervisors and senior managers of financing guarantee companies issued by the CBRC.
√ yes □ no
12、 As an independent director, I will not violate the relevant provisions of the regulations on the administration of the qualifications of directors, supervisors and senior managers of insurance companies and the Interim Measures for the administration of independent directors of insurance companies issued by the CIRC.
√ yes □ no
13、 As an independent director, I will not violate other laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and other relevant provisions on the qualification of independent directors.
√ yes □ no
14、 I have the basic knowledge related to the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange, and have more than five years of working experience necessary to perform the duties of independent directors. √ yes □ no
15、 I, my immediate family members and major social relations do not work in the company and its subsidiaries.
√ yes □ no
16、 I and my immediate family members are not shareholders who directly or indirectly hold more than 1% of the issued shares of the company, nor are they natural person shareholders among the top ten shareholders of the listed company.
√ yes □ no
17、 I and my immediate family members do not work in the shareholder units that directly or indirectly hold more than 5% of the issued shares of the company, nor in the top five shareholder units of the listed company.
√ yes □ no
18、 I and my immediate family members do not work in the controlling shareholder, actual controller and affiliated enterprises of the company.
√ yes □ no
19、 I am not a person who provides financial, legal, consulting and other services for the company, its controlling shareholders, actual controllers or their respective subsidiaries.
√ yes □ no
20、 I do not work in the unit with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, nor in the controlling shareholder unit with significant business dealings.
√ yes □ no
21、 I do not have any of the situations listed in the preceding six items in the last 12 months.
√ yes □ no
22、 Within the last 12 months, there is no other situation that affects my independence, the unit I worked for and the unit I worked for.
√ yes □ no
23、 I am not a person who has been banned from entering the securities market by the CSRC and the period has not expired.
√ yes □ no
24、 I am not a person who has been publicly recognized by the stock exchange as unfit to serve as a director, supervisor and senior manager of a listed company and whose term has not expired.
√ yes □ no
25、 I am not a person who has been subject to criminal punishment by judicial organs or administrative punishment by CSRC for securities and Futures Crimes in the past 36 months.
√ yes □ no
26、 I have not been publicly condemned or criticized by the stock exchange for more than three times in the past 36 months.
√ yes □ no
27、 I have not been identified and restricted by the national development and Reform Commission and other ministries and commissions from holding the post of director of a listed company because I am the object of punishment for dishonesty.
√ yes □ no
28、 I am not an independent director in the past. I have not attended the board meeting in person for three consecutive times or failed to attend the board meeting in person for two consecutive times and did not entrust other directors to attend the board meeting. I have been proposed by the board of directors to the general meeting of shareholders for replacement for less than 12 months.
√ yes □ no □ not applicable
29、 Including the company, the number of Listed Companies in which I concurrently serve as an independent director shall not exceed 5.
√ yes □ no
30、 I have been an independent director of the company for less than six years.
√ yes □ no
31、 I have entrusted the board of directors of the company to publicize my occupation, educational background, professional qualification, detailed work experience, all part-time work and other details in accordance with the requirements of the filing measures for independent directors of Shenzhen Stock Exchange.
√ yes □ no
32、 During my past tenure as an independent director, I did not fail to attend the board meeting of the listed company in person for two consecutive times.
√ yes □ no □ not applicable
33、 During my past tenure as an independent director, there was no case that the number of times I did not personally attend the board meetings of the listed company for 12 consecutive months exceeded half of the total number of board meetings during that period.
√ yes
□ no
□ not applicable
In the last three years, I have attended 24 meetings of the board of directors during my tenure in all listed companies, but I did not attend the meeting
0 times. (non attendance refers to not attending in person and not entrusting others)
34、 During my past tenure as an independent director, I did not express the opinions of independent directors in accordance with the regulations or the independent opinions expressed were proved to be obviously inconsistent with the facts.
√ yes □ no □ not applicable
35、 I have not been punished by other relevant departments other than the CSRC in the last 36 months. √ yes □ no
36、 I am not a director, supervisor or senior manager of more than five companies at the same time. □ yes √ No: see the attachment “situation description” for details.
37、 I have not been removed from office by a listed company before the expiration of my previous independent director’s term of office.
√ yes □ no □ not applicable
38、 I have no other circumstances that affect the integrity and diligence of independent directors.
√ yes □ no
I am fully aware of the responsibilities of independent directors and guarantee that the above statement is true, accurate and complete without false records, misleading statements or major omissions; Otherwise, I am willing to bear the legal liability arising therefrom and accept the self-discipline supervision measures or disciplinary measures of Shenzhen Stock Exchange. When I am an independent director of the company, I will strictly abide by the relevant regulations of the CSRC and Shenzhen Stock Exchange, ensure that I have enough time and energy to perform my duties diligently and make independent judgment, and will not be affected by the main shareholders, actual controllers or other units or individuals with interests in the company. During my tenure as an independent director of the company, if I fail to meet the qualification of an independent director, I will report to the board of directors of the company in time and resign as an independent director of the company as soon as possible. I authorize the Secretary of the board of directors of the company to enter and submit the contents of this statement and other information related to me through the gem business area of Shenzhen Stock Exchange to Shenzhen Stock Exchange or make an announcement to the public. The above acts of the Secretary of the board of directors shall be regarded as my own acts and I shall bear the corresponding legal liabilities.
Declarant (signature): Cao Limei date: February 7, 2022
Situation description
As an independent director candidate of the third board of directors of Guangdong tianyima Information Industry Co., Ltd. (hereinafter referred to as “the company”), I have now served as an independent director and supervisor in five enterprises, including Boen Group Co., Ltd., Funeng Oriental Equipment Technology Co.Ltd(300173) Equipment Technology Co., Ltd., as follows:
Serial number name registered capital business scope position (10000)
1. Boan group has 12033.00 technology R & D and promotion in the field of biotechnology; Production and sales of feed and concentrated feed of the company; Additive premixed feeding
Material production and sales; Management of veterinary chemicals and Chinese veterinary drugs
(limited to branches); Purchase and sale of grain; turn
Sales of industrial raw materials (except dangerous goods) and feed raw materials; light industry
Production and sales of mechanical and electronic products (involved in the above projects)
Operating with a valid license; feed additive
(operate with valid license) production, sales, etc.
2 Funeng Oriental Equipment Technology Co.Ltd(300173) equipment section 73472.5698 independent director of R & D, production and sales of high-end intelligent manufacturing equipment Technology Co., Ltd
3. Guirun environmental technology shares 7630.00 environmental protection equipment R & D, manufacturing and sales; Design and construction of environmental pollution control project of independent director Co., Ltd. (operated with qualification certificate);
Design and construction of landscaping project (with qualification certificate)
Battalion); Production of construction machinery and equipment; Building materials processing and production
(the above items shall be subject to those approved by the examination and approval department);
Installation and maintenance of environmental protection equipment; Operation of environmental protection facilities (by certificate)
Qualification certificate (operation); Maintenance of sewage treatment facilities
4 Shenzhen Weiyuan semiconducting 36000.00 semiconductor integrated circuits, semiconductor discrete devices, communication equipment independent directors Co., Ltd. and the technical development, design and sales of electronic products, China
Internal trade
Nanjing property management 5.00; Cleaning service; Exterior wall cleaning; Parking lot Supervisor
Management services of Service Co., Ltd; Handling services; Housekeeping services; House rent
Rental service
The registered capital and scale of Nanjing ruziniu Property Service Co., Ltd. are relatively small. I don’t occupy too much energy as a supervisor in such companies.
As an independent director candidate of the third board of directors of tianyima Co., Ltd., I promise to be diligent and independent, effectively perform the duties of independent directors, coordinate time and energy, participate in the company’s daily internal meetings and other duties, and safeguard the interests of the company and all shareholders.
It is hereby explained.
