Statement of independent director candidates
I, Liu Shen, have fully understood and agreed to be nominated by the nominee Sinopharm Holding Co., Ltd. as the candidate for independent director of the eighth board of directors of Sinopharm Group Pharmaceutical Co., Ltd. I publicly declare that I am qualified as an independent director and guarantee that there is no relationship affecting my independence as an China National Medicines Corporation Ltd(600511) 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, finance, management or other necessary work experience 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、 My qualifications meet the requirements of the following laws, administrative regulations and departmental rules:
(I) provisions of the company law on the qualification of directors;
(II) provisions of the Civil Servant Law on civil servants holding concurrent posts;
(III) provisions of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee on standardizing the notice of central management cadres on resigning from public office or serving as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement);
(IV) 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 the leading group of colleges and universities;
(V) the provisions of the Interim Measures for the administration of independent directors of insurance companies issued by the CIRC;
(VI) other circumstances stipulated by laws, administrative regulations and departmental rules.
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) directly or indirectly holding more than 1% of the issued shares of the listed company or being a natural person shareholder among the top ten shareholders of the listed company and their immediate family members;
(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 had the situations listed in the preceding six items in the most recent year;
(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 administratively punished by the CSRC in the past three years;
(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) have been publicly criticized by the stock exchange for nearly two or more years;
(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 National Medicines Corporation Ltd(600511) , the number of domestic listed companies in which I concurrently serve as an independent director does not exceed five; I have worked in China National Medicines Corporation Ltd(600511) continuously for less than six years.
I have verified the qualifications of my independent director candidates in accordance with the guidelines for the filing and training of independent directors of listed companies of Shanghai Stock Exchange of Shanghai Stock Exchange and confirmed that they meet the requirements.
I am fully aware of the responsibilities of independent directors and guarantee that the above statements are true, complete and accurate without any false statements or misleading elements. I fully understand the possible consequences of making false statements. Shanghai Stock Exchange may confirm my qualifications and independence in accordance with this statement.
I promise that during my term as an independent director of Sinopharm Pharmaceutical Co., Ltd., I will abide by laws and regulations, rules, regulations and notices issued by the CSRC and the requirements of the business rules of Shanghai Stock Exchange, accept the supervision of Shanghai Stock Exchange, and ensure that I have enough time and energy to perform my duties and make independent judgment, without being affected by the company’s major shareholders The influence of the actual controller or other units or individuals having an interest in the company.
I promise: if I fail to meet the qualification of independent director after taking office, I will resign from the position of independent director within 30 days from the date of such situation. It is hereby declared.
Declarant: Liu Shen
March 16, 2022
