Liaoning Sg Automotive Group Co.Ltd(600303) independent director nominee statement
The nominees, Shenzhen Zhongneng green Qihang No. 1 investment enterprise (limited partnership), Yu Jing, Jia Muyun, Jiang Pengfei, Li yongdai, Zhou Fei and Liu Hongfang, hereby nominate Zhu Jinhuai as the candidate for independent director of Liaoning Sg Automotive Group Co.Ltd(600303) the 10th board of directors, and have 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 Liaoning Sg Automotive Group Co.Ltd(600303) the 10th board of directors (see the statement of the independent director candidate).
The nominee believes that the nominee is qualified to serve as an independent director and has no relationship with Liaoning Sg Automotive Group Co.Ltd(600303) that affects his independence. The specific statement is as follows:
1、 The nominees have the 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, finance, management or other necessary work experience for performing the duties of independent directors. The nominee has not obtained the qualification certificate of independent director in accordance with the guidelines for the training of senior managers of listed companies and relevant provisions. The nominee has promised 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) 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) the provisions on the concurrent position of securities analysts in the code of practice for publishing securities research reports issued by the China Securities Association;
(VII) other circumstances stipulated by laws, administrative regulations and departmental rules.
3、 The nominee is independent and does 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 controller of the listed company and its subsidiaries;
(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、 There is no bad record of the following independent director candidates:
(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 Liaoning Sg Automotive Group Co.Ltd(600303) , the number of domestic listed companies whose nominees concurrently serve as independent directors does not exceed five, and the nominees have served in Liaoning Sg Automotive Group Co.Ltd(600303) 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 without any false statement or misleading element. The proposer fully understands the consequences that may be caused by making a false statement.
It is hereby declared.
