Shenzhen Xfh Technology Co.Ltd(300890)
Statement of independent director candidates
(Sun Junying)
The declarant sun Junying, as a candidate for independent director of Shenzhen Xfh Technology Co.Ltd(300890) the third board of directors, hereby publicly declares and guarantees that there is no relationship between me and the company that affects my independence, and meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange on the qualification and independence of independent director candidates, The specific statement is 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
If not, please specify in detail: II. I meet the qualifications and conditions of independent directors specified in the rules for independent directors of listed companies of the CSRC.
☑ Yes □ no
If not, please specify in detail: III. I meet the conditions for holding the post of independent director specified in the articles of association of the company. ☑ Yes □ no
If not, please specify: IV. the nominee has participated in the training and obtained relevant certificates recognized by the stock exchange.
☑ Yes □ no
If not, please specify: v. 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
If not, please specify in detail: VI. as an independent director, I will not violate the relevant provisions of the notice on standardizing the resignation of middle 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 CPC Central Commission for Discipline Inspection. ☑ Yes □ no
If not, please specify in detail: VII. As an independent director, I will not violate the relevant provisions of the opinions on further regulating the part-time (tenure) of Party and government leading cadres in enterprises issued by the Organization Department of the CPC Central Committee.
☑ Yes □ no
If not, please specify in detail: VIII. 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
If not, please specify in detail: IX. 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
If not, please specify:
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
If not, please specify in detail: Xi. 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 of the China Banking and Insurance Regulatory Commission.
☑ Yes □ no
If not, please specify in detail: 12. As an independent director, I will not violate the relevant provisions of the administrative provisions on the qualifications of directors, supervisors and senior managers of insurance companies and the administrative measures for independent directors of insurance institutions issued by the CBRC.
☑ Yes □ no
If not, please specify: XIII. 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
If not, please specify: 14. I have basic knowledge related to the operation of listed companies, familiar with relevant laws, administrative regulations, departmental rules, normative documents and 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
If not, please specify in detail: XV. I, my immediate family members and major social relations do not work in the company and its subsidiaries.
☑ Yes □ no
If not, please specify: XVI. 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 natural person shareholders among the top 10 shareholders of the listed company.
☑ Yes □ no
If not, please specify in detail: 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
If not, please specify in detail: 18. I and my immediate family members do not work in the controlling shareholder, actual controller and affiliated enterprises of the company.
☑ Yes □ no
If not, please specify in detail: 19. I am not a person who provides financial, legal, consulting and other services for the company and its controlling shareholders, actual controllers or their respective subsidiaries. ☑ Yes □ no
If not, please specify:
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
If not, please specify: 21. I do not have any of the situations listed in the preceding six items in the last 12 months.
☑ Yes □ no
If not, please explain in detail: 22. I am not a person who has been banned from entering the securities market by the CSRC and whose term has not expired.
☑ Yes □ no
If not, please specify in detail: 23. I am not a person who is 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
If not, please specify in detail: 24. 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 last 36 months. ☑ Yes □ no
If not, please explain in detail: 25. I have not been publicly condemned or criticized by the stock exchange for more than three times in the past 36 months.
☑ Yes □ no
If not, please explain in detail: XXVI. I have not been identified and restricted by the national development and Reform Commission and other ministries and commissions to serve as a director of a listed company because I am the object of punishment for dishonesty.
☑ Yes □ no
If not, please specify in detail: XXVII. I am not an independent director in the past. During the period of serving as an independent director, 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, and I have been proposed by the board of directors to the general meeting of shareholders for replacement, which is less than 12 months.
☑ Yes □ no
If not, please specify in detail: 28. Including the company, the number of Listed Companies in which I concurrently serve as an independent director shall not exceed 5.
☑ Yes □ no
If not, please specify: 29. I have been an independent director of the company for no more than six years. ☑ Yes □ no
If not, please explain in detail: 30. I have entrusted the board of directors of the company to publicize my occupation, educational background, professional qualification, detailed work experience, all part-time jobs and other details in accordance with the requirements of the guidelines for standardized operation of gem.
☑ Yes □ no
If not, please specify in detail: 31. During my past tenure as an independent director, I did not personally attend the board meeting of the listed company for two consecutive times.
☑ Yes □ no
If not, please specify in detail: 32. During my previous 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 the period.
☑ Yes □ no
If not, please explain in detail: 33. During my previous 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
If not, please explain in detail: 34. I have not been punished by other relevant departments other than the CSRC in the last 36 months.
☑ Yes □ no
If not, please specify: 35. Including the company, I do not have the situation of serving as a director, supervisor or senior manager in more than five companies at the same time. ☑ Yes □ no
If there is no circumstance before the expiration of the term of office of the independent director of the listed company, please give a detailed explanation of whether the independent director has been removed in advance.
☑ Yes □ no
If not, please specify in detail: XXXVII. I have no other circumstances that affect the integrity and diligence of independent directors.
☑ Yes □ no
If not, please specify: the declarant solemnly declares that:
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. During my tenure as an independent director of the company, I will strictly abide by the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange, ensure that I have enough time and energy to perform my duties diligently and make independent judgments, 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): mm / DD / yyyy
