China Communications Construction Company Limited(601800)
Statement of independent director nominee
The board of directors of the nominee China Communications Construction Company Limited(601800) hereby nominates Liu Hui, Chen Yongde, Wu Guangqi and Zhou Xiaowen as candidates for independent directors of the Fifth Board of directors of China Communications Construction Company Limited(601800) and has fully understood the professional expertise, educational background, work experience and concurrent positions of the nominee. The nominee has agreed in writing to be an independent director candidate of the China Communications Construction Company Limited(601800) Fifth Board of directors (see the statement of the independent director candidate). The nominees believe that the nominees are qualified to serve as independent directors and have no relationship with China Communications Construction Company Limited(601800) that affects their independence. The specific statement is as follows:
1、 The nominees have basic knowledge of the operation of listed companies, are familiar with relevant laws, administrative regulations, 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. According to the guidelines for the training of senior managers of listed companies and relevant regulations. The nominees Liu Hui and Wu Guangqi have obtained the independent director qualification certificate, while the nominees Chen Yongde and Zhou Xiaowen have not obtained the independent director qualification certificate. They promise to participate in the latest independent director qualification training held by Shanghai Stock Exchange and obtain the independent director qualification certificate after this nomination.
2、 The qualifications of the nominees meet the requirements of the following laws, administrative regulations and departmental rules:
(I) provisions of the company law of the people's Republic of China on the qualification of directors;
(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) 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;
(VIII) relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies issued by the CSRC;
(IX) relevant provisions of the China Banking and Insurance Regulatory Commission, such as the measures for the administration of the qualifications of directors (directors) and senior managers of banking financial institutions, the provisions for the administration of the qualifications of directors, supervisors and senior managers of insurance companies, and the measures for the administration of independent directors of insurance institutions;
(x) other laws and regulations, departmental rules, normative documents and circumstances stipulated by Shanghai Stock Exchange.
3、 The nominee is independent and does not fall under the following circumstances:
(I) persons who work in the company or its 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 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 who work in the actual controller of the company and its subsidiaries; (V) personnel providing financial, legal and consulting services for the 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 principals;
(VI) serve as a director, supervisor or senior manager in a unit that has significant business dealings with the 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、 Independent director candidates have no following bad records:
(I) have been subject to administrative punishment by the CSRC or criminal punishment by judicial organs 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 China Communications Construction Company Limited(601800) , the number of domestic and foreign listed companies whose nominees concurrently serve as independent directors does not exceed five, and the nominees have served in China Communications Construction Company Limited(601800) for no more than six consecutive years.
6、 The nominee Chen Yongde has rich professional knowledge and experience in accounting and has the qualification of Australian senior certified public accountant FCPA.
The nominee has verified the qualifications of independent director candidates and confirmed that they meet the requirements in accordance with the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation.
The proposer guarantees that the above statement is true, complete and accurate, and there is no false statement or misleading element. The proposer fully understands the possible consequences of making a false statement.
It is hereby declared.
Nominee: China Communications Construction Company Limited(601800) board of directors
January 29, 2022
