Hangxiao Steel Structure Co.Ltd(600477)
Statement of independent director candidates
I, Luo Jinming, have fully understood and agreed that the nominee Hangxiao Steel Structure Co.Ltd(600477) board of directors will nominate him as the candidate for independent director of Hangxiao Steel Structure Co.Ltd(600477) the 8th board of directors.
I publicly declare that I am qualified as an independent director and guarantee that there is no relationship affecting my independence as an Hangxiao Steel Structure Co.Ltd(600477) 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, accounting, finance, management or other necessary work experience for performing the duties of independent directors. 2、 My qualification meets 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 (if applicable);
(III) relevant provisions of the rules for independent directors of listed companies issued by the CSRC; (IV) the provisions of the notice on regulating central management cadres to resign from public office or serve as independent directors and independent supervisors of listed companies and fund management companies after retirement (if applicable) issued by the Discipline Inspection Commission of the CPC Central Committee and the Organization Department of the CPC Central Committee;
(V) relevant provisions of the Organization Department of the CPC Central Committee on further regulating the part-time (post holding) of Party and government leading cadres in enterprises (if applicable);
(VI) 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 (if applicable);
(VII) 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 (if applicable);
(VIII) relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies issued by the CSRC (if applicable);
(IX) relevant provisions of the China Banking and Insurance Regulatory Commission, such as the measures for the administration of the qualifications of directors (directors) and senior managers of banking financial institutions, the provisions for the administration of the qualifications of directors, supervisors and senior managers of insurance companies, and the measures for the administration of independent directors of insurance institutions (if applicable);
(x) other laws and regulations, departmental rules, normative documents and circumstances stipulated by Shanghai Stock Exchange.
3、 I am independent and do not fall under the following circumstances:
(I) persons who hold posts in the 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.);
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the listed company or are among the top ten shareholders of the listed company;
(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 been under the circumstances listed in the preceding six items in the last 12 months; (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 subject to administrative punishment by the CSRC in the last 36 months;
(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 last 36 months;
(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 Hangxiao Steel Structure Co.Ltd(600477) , the number of domestic and foreign listed companies in which I concurrently serve as an independent director does not exceed five; I have worked in Hangxiao Steel Structure Co.Ltd(600477) continuously for less than six years.
6、 I have rich professional knowledge and experience in accounting. I am a professor of accounting and a certified public accountant in the school of accounting of Zhejiang University of technology and industry.
I have verified the qualifications of my independent director candidates in accordance with the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation 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: during my tenure as Hangxiao Steel Structure Co.Ltd(600477) independent director, I will abide by laws and regulations, rules, regulations and notices issued by China Securities Regulatory Commission and the requirements of the business rules of Shanghai Stock Exchange, accept the supervision of Shanghai Stock Exchange, ensure that I have enough time and energy to perform my duties and make independent judgment, and will not be influenced by the company’s main shareholders, actual controllers or other units or individuals with an interest in the company. I promise that if I fail to meet the qualification of independent director after taking office, I will resign as an independent director in accordance with relevant regulations.
It is hereby declared.
Declarant: Luo Jinming
April 19, 2022
