Documents of the 14th meeting of the 9th board of directors
Guangxi Guiguan Electric Power Co.Ltd(600236)
Statement of independent director nominee
The nominee Guangxi Guiguan Electric Power Co.Ltd(600236) hereby nominates Mr. Wei Xijian as the candidate for independent director of Guangxi Guiguan Electric Power Co.Ltd(600236) the ninth board of directors, and has fully understood the nominee’s professional expertise, educational background, work experience, concurrent positions, etc. The nominee has agreed in writing to be an independent director candidate of Guangxi Guiguan Electric Power Co.Ltd(600236) the 9th board of directors (see the statement of independent director candidate). The nominee believes that the nominee has the qualification of independent director and has no relationship with Guangxi Guiguan Electric Power Co.Ltd(600236) that affects its 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, 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 are qualified to serve as directors of listed companies in accordance with laws, administrative laws and other relevant provisions; The nominee Mr. Wei Xijian has not obtained the qualification certificate of independent directors and will participate in the latest training course on the qualification of independent directors held by Shanghai Stock Exchange.
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;
(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、 The nominee is independent and does not fall under the following circumstances:
(I) personnel working in Guangxi Guiguan Electric Power Co.Ltd(600236) or its affiliated enterprises and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; main 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, brothers and sisters of spouses, etc.);
(II) directly or indirectly holding more than 1% of the issued shares of Guangxi Guiguan Electric Power Co.Ltd(600236) or being a natural person shareholder among the top ten shareholders of Guangxi Guiguan Electric Power Co.Ltd(600236) and their immediate family members;
(III) persons who work in the shareholder units directly or indirectly holding more than 5% of the issued shares of Guangxi Guiguan Electric Power Co.Ltd(600236) or in the top five shareholder units of Guangxi Guiguan Electric Power Co.Ltd(600236) and their immediate family members; (IV) personnel working in Guangxi Guiguan Electric Power Co.Ltd(600236) actual controller and its affiliated enterprises;
(V) personnel providing financial, legal and consulting services for Guangxi Guiguan Electric Power Co.Ltd(600236) 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 Guangxi Guiguan Electric Power Co.Ltd(600236) 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、 Independent director candidates 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) having been publicly condemned by the stock exchange or criticized twice or more in the past three 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 Guangxi Guiguan Electric Power Co.Ltd(600236) , the number of domestic listed companies whose nominees concurrently serve as independent directors does not exceed five, and the nominees have served in Guangxi Guiguan Electric Power Co.Ltd(600236) 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.
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: Guangxi Guiguan Electric Power Co., Ltd. (seal)
April 1, 2022
