Bright Oceans Inter-Telecom Corporation(600289) independent directors
Declaration and announcement of nominees and candidates
Statement of independent director nominee
The nominee Bright Oceans Inter-Telecom Corporation(600289) , Jiang Xin is hereby nominated as the candidate for independent director of Bright Oceans Inter-Telecom Corporation(600289) the 8th 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 Bright Oceans Inter-Telecom Corporation(600289) the 8th 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 Bright Oceans Inter-Telecom Corporation(600289) that affects their 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, 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、 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) relevant provisions of the rules for independent directors of listed companies issued by the CSRC;
(III) other laws and regulations, departmental rules, normative documents and circumstances stipulated by Shanghai Stock Exchange. 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) 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、 Independent director candidates have no following bad records:
(I) have been subject to administrative punishment by the CSRC or criminal punishment by judicial organs 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 criticized by the stock exchange for more than 36 times in the last 2 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 Bright Oceans Inter-Telecom Corporation(600289) , the number of domestic and foreign listed companies whose nominees concurrently serve as independent directors does not exceed five, and the nominees have served in Bright Oceans Inter-Telecom Corporation(600289) for no more than six consecutive years. 6、 The nominee has rich professional knowledge and experience in accounting, senior professional title, associate professor or above or doctoral degree in accounting, audit or financial management, senior professional title in economic management, and one of the three types of qualifications, such as more than 5 years of full-time working experience in accounting, audit or financial management.
The nominee has verified the qualifications of independent director candidates and confirmed that they meet the requirements in accordance with the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation.
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: Bright Oceans Inter-Telecom Corporation(600289) (seal)
Statement of independent director candidates
I, Jiang Xin, have fully understood and agreed that the nominee Bright Oceans Inter-Telecom Corporation(600289) board of directors will nominate me as the candidate for independent director of Bright Oceans Inter-Telecom Corporation(600289) 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 Bright Oceans Inter-Telecom Corporation(600289) 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 qualifications 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) relevant provisions of the rules for independent directors of listed companies issued by the CSRC;
(III) 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 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) 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 criticized by the stock exchange for more than 36 times in the last 2 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 Bright Oceans Inter-Telecom Corporation(600289) , the number of domestic and foreign listed companies in which I concurrently serve as independent directors does not exceed five; I have worked in Bright Oceans Inter-Telecom Corporation(600289) continuously for less than six years.
6、 I have rich professional knowledge and experience in accounting, and at least have one of the three qualifications: senior professional title, associate professor or above or doctoral degree in accounting, audit or financial management, senior professional title in economic management, and more than 5 years of full-time working experience in accounting, audit or financial management.
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 that during my tenure as Bright Oceans Inter-Telecom Corporation(600289) 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: Jiang Xin
Filing documents: (I) my completed resume (II) statement signed by independent director candidates (III) statement signed by independent director nominees (IV) identity certificate of independent director nominees (V) minutes and resolutions of the board of directors signed by participating directors and recorders
