Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436)
Statement of the nominees of the 7th independent director
The nominee Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) board of Directors hereby nominates Mr. Jia Jianjun, Mr. Li Guangpei, Mr. Fan Zhipeng and Ms. Du Shouying as candidates for independent directors of the seventh Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) board of directors, and has fully understood the nominees’ professional expertise, educational background, work experience, concurrent positions, etc. The nominee has agreed in writing to be an independent director candidate of Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) the seventh board of directors (see the statement of independent director candidate). The nominees believe that the nominees are qualified to serve as independent directors and have no relationship with Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) that affects their independence. The specific statement is as follows:
1、 The nominee has the basic knowledge of the operation of a listed company, is familiar with relevant laws, administrative regulations, rules and other normative documents, and has more than five years of legal, economic, financial, management or other work experience necessary for performing the duties of independent directors, And has obtained the qualification certificate of independent director in accordance with the guidelines for the training of senior managers of listed companies and relevant regulations.
2、 The qualifications of the nominees meet the requirements of the following laws, administrative regulations and departmental rules:
(i) Provisions of the company law on the qualification of directors;
（2） Provisions of the Civil Servant Law on civil servants holding concurrent posts;
（3） Provisions of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee on standardizing the appointment of middle management cadres as independent directors and independent supervisors of listed companies and fund management companies after they resign from public office or retire (leave);
（4） The provisions of the opinions on strengthening the construction of anti-corruption in Colleges and universities issued by the Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision on the concurrent appointment of members of leading groups in Colleges and universities;
（5） The provisions of the Interim Measures for the administration of independent directors of insurance companies issued by the CIRC;
（6） Other circumstances stipulated by laws, administrative regulations and departmental rules. 3、 The nominee is independent and does not fall under the following circumstances:
(i) Personnel working in a listed 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.);
（2） Directly or indirectly holds more than 1% of the issued shares of the listed company or is a natural person shareholder among the top ten shareholders of the listed company and its immediate family members;
（3） Persons working 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 relatives;
（4） Persons who hold posts in the actual controller of the listed company and its subsidiaries;
（5） Personnel who provide financial, legal and consulting services for the listed company and its controlling shareholders or their respective subsidiaries, including all personnel of the project team of the intermediary institution providing services, reviewers at all levels, personnel signing the report, partners and main principals;
（6） Serving 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 serving as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit;
（7） Persons who have had the situations listed in the preceding six items in the most recent year; （8） Other circumstances where Shanghai stock exchange determines that it does not have independence. 4、 Independent director candidates have no following bad records:
(i) He has been subject to administrative punishment by the CSRC in recent three years;
（2） During the period when the stock exchange publicly determines that it is not suitable to serve as a director of a listed company;
（3） In recent three years, he has been publicly condemned by the stock exchange or criticized twice or more;
（4） During the period of serving as an independent director, he did not attend the board meeting twice in a row or did not attend the board meeting in person, accounting for more than one-third of the board meeting in the current year;
（5） During his tenure as an independent director, the independent opinions expressed are obviously inconsistent with the facts.
5、 Including Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) , the number of domestic listed companies in which the nominees concurrently serve as independent directors does not exceed five, and the nominees have served in Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) for no more than six consecutive years.
The nominee has verified the qualifications of independent director candidates and confirmed that they meet the requirements in accordance with the guidelines for the filing and training of independent directors of listed companies of Shanghai Stock Exchange of Shanghai Stock Exchange.
6、 The nominee Mr. Jia Jianjun has rich professional knowledge and experience in accounting, the title of associate professor in accounting and the doctor’s degree in accounting. The nominee, Mr. Li Guangpei, has rich professional knowledge and experience in enterprise management, the title of Professor of business administration and the doctor’s degree in technical economy and management.
The nominee, Mr. Fan Zhipeng, has rich professional knowledge and experience in law, a master’s degree in international law and passed the national unified judicial examination. The nominee, Ms. Du Shouying, has rich professional knowledge and experience in traditional Chinese medicine, the title of Professor of traditional Chinese medicine preparation and the doctor’s degree in traditional Chinese medicine.
The proposer guarantees that the above statement is true, complete and accurate without any false statement or misleading element. The proposer fully understands the possible consequences of making a false statement.
It is hereby declared.
Nominee: Zhangzhou Pientzehuang Pharmaceutical Co.Ltd(600436) board of directors
December 30, 2021
