Guanghui Energy Co.Ltd(600256)
Announcement of independent director nominees and candidates
Statement of Guanghui Energy Co.Ltd(600256) independent director nominee
The nominee, the Guanghui Energy Co.Ltd(600256) board of supervisors, hereby nominates Zhen Weijun as the candidate for independent director of the Guanghui Energy Co.Ltd(600256) eighth 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 Guanghui Energy Co.Ltd(600256) the eighth board of directors (see the statement of the independent director candidate).
The nominees believe that the nominees are qualified to serve as independent directors and have no relationship with Guanghui Energy Co.Ltd(600256) that affects their 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 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) serving 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 serving 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 Guanghui Energy Co.Ltd(600256) , the number of domestic listed companies whose nominees concurrently serve as independent directors does not exceed five, and the nominees have served in Guanghui Energy Co.Ltd(600256) for no more than six consecutive years.
6、 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.
Nominee: Guanghui Energy Co.Ltd(600256) board of supervisors January 25, 2022
Guanghui Energy Co.Ltd(600256) independent director candidate statement
Zhen Weijun, I have fully understood and agreed to be nominated by the nominee Guanghui Energy Co.Ltd(600256) board of supervisors as the candidate for independent director of the eighth board of directors of Guanghui Energy Co.Ltd(600256) (hereinafter referred to as “the company”). I publicly declare that I am qualified as an independent director and guarantee that there is no relationship affecting my independence as an independent director of the company. 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, 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. I have not obtained the qualification certificate of independent director in accordance with the guidelines for the training of senior managers of listed companies and relevant regulations. I promise 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、 My qualification meets the requirements of the following laws, administrative regulations and departmental rules: (I) provisions on the qualification of directors in the company law of the people’s Republic of China;
(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、 I am independent and do not fall under the following circumstances:
(I) the personnel working in the company 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, etc.); (II) directly or indirectly holding more than 1% of the issued shares of the company or being a natural person shareholder among the top ten shareholders of the 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 company or in the top five shareholder units of the company and their immediate family members;
(IV) persons who work in the actual controller of the company and its subsidiaries;
(V) personnel providing financial, legal and consulting services for the company, 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 principals; (VI) serve as a director, supervisor or senior manager in a unit with significant business dealings with the company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in a unit with controlling shareholders 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) 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 the company, the number of domestic listed companies in which I concurrently serve as an independent director does not exceed five; I have worked in the company for no more than six consecutive years.
6、 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 tenure as an independent director of the company, 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, and ensure that I have enough time and energy to perform my duties and make independent judgments 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: Zhen Weijun
January 25, 2022
