Stock Code: 000055,200055 Stock ID: Fangda Group, Fangda B
Announcement No. 2011-03
China Fangda Group Co., Ltd.
Statement of the Nominator of Independent Director
China Fangda Group Co., Ltd., the nominator, makes the following
statements about nominating Mr. Shao Hanqing, Mr. Guo Jinlong, and Mr.
Huang Yaying as the candidates of independent director of the 6th term Board of
Directors of China Fangda Group Co., Ltd. There is no such relationship
between the candidate and the Company that may influence the independency of
the candidate as an independent director. The followings are the details:
This nomination has been made basing on fully acquiring of information
about the nominee’s occupations, education background, professional
qualification, working experience, and part-time jobs. The nominee has provide
written affirmation to be the candidate of independent director of the 6th term of
Board of Directors of China Fangda Group Co., Ltd. The nominator deems the
nominee that:
I. Qualified to assume the position of director in public companies
according to the laws, acts and regulations.
II. Satisfying the conditions set forth in the Articles of Association of China
Fangda Group Co., Ltd. to assume the position.
III. With the independency as required by regulations including
“Instructions for Establishing of Independent Director System in Listed
Companies” issued by China Securities Regulatory Commission, which are:
(I) None of the nominee and his/her direct relatives and social relationship
is taking job in China Fangda Group Ltd. or its subsidiaries. None of the
nominee and his/her direct relatives is taking jobs in the holding shareholder of
the Company, the substantial controlling party or their subsidiaries;
(II) None of the nominee or his/her direct relatives is holding, directly or
indirectly, over 1% of the shares issued by China Fangda Group Ltd. None of
them is among the list of natural person shareholder of in the top 10
shareholders.
(III) None of the nominee or his/her direct relatives is, directly or indirectly,
doing any job in any shareholder with over 5% of shares of the Company or
among the top 5 shareholders;
(IV) The nominee is not providing any of financing, legislation,
administration, or technical consulting services to any of the Company or its
subsidiaries, or the holding shareholder of the Company.
(V) None of the above 4 situations happened to the candidate in the latest
one year;
(VI) The nominee is not having job in any party with major business
transaction with the Company and its subsidiaries, or the holding shareholder
and its subsidiaries.
IV. The candidate is not a civil servant, or taking of the position as
independent director is not violating the “Civil Servant Act”;
V. The candidate is not currently a central government staff, who is
regarded as civil servant, of the Party, the People’s Congress, Government,
Political Consultative Conference, the justice department, or prosecution
department.
VI. The candidate is not the central government staff who has retired or
resigned within three years and is planning to take position in a listed company
that directly related to his/her previous work.
VII. The candidate is not the central government staff retired or resigned in
three years and not granted approval by the Central Discipline Committee, and
Central Organization Department of the Party to be an independent director.
VIII. The candidate is not the central government staff who has retired or
resigned within three years and not reported to the committee of the Party about
taking position as an independent director;
IX. The candidate is not a person retired or resigned in three years and
takes positions in a company in which a foreign shareholder is holding over 25%
of shares;
X. The nominee is not working as independent director for over five public
listed companies, including China Fangda Group Co., Ltd., and has not working
as independent director for the Company for over successively six years.
XI. The candidate has obtained the certificate of independent director as
required by “Instructions for Listed Companies on Training of Executives”
issued by China Securities Regulatory Commission;
XII. Upon effective of the nomination, there will be at least one third
independent directors among the whole members of the Board of Directors of
China Fangda Group Co., Ltd. Among them there will be at least one accounting
profession.
XIII. The nominator has verified the situations of the candidate of
independent director according to Article III of “Independent Director Filing
Criteria of Shenzhen Stock Exchange”.
The nominator guarantees for the truthfulness, accuracy, completeness, of
the above announcement. There is no misleading statement or major omission in
this announcement. Otherwise the nominee is willing to accept legal
responsibilities or punishment from Shenzhen Stock Exchange.
The Nominator: the Board of Directors of
China Fangda Group Co., Ltd.
March 4, 2011
China Fangda Group Co., Ltd.
Statement of Nominees of Independent Directors
Shao Hanqing, Guo Jinlong, and Huang Yaying the nominees, makes the
following statements as the candidates of independent director of the 6th term
Board of Directors of China Fangda Group Co., Ltd. There is no such
relationship between ourselves and the Company, that may influence the
independency of us as independent directors. The followings are the details:
I. Within the latest one year, none of me, my direct relatives, and main
social relationship is working for Hangzhou Steam Turbine Co., Ltd. or its
affiliated entities. None of the candidate and his/her direct relatives is working
for the holding shareholder, substantial controller, and their affiliated entities;
II. None of myself or my direct relatives is holding, directly or indirectly,
above 1% of the current shares of the Company.
III. Within the latest one year, neither myself nor my director relatives are
among the top 10 shareholders of the Company.
IV. Within the latest one year, neither me nor my direct relatives are
working for a company holding, directly or indirectly, over 5% of the
Company’s current shares;
V. Within the latest one year, none of myself or my direct relatives is
working for the substantial controller or holding shareholder of the Company;
VI. Within the latest one year, none of my direct relatives or myself is
working for any of the top 5 shareholders of the Company;
VII. Within the latest one year, I’m not the person who provides financial,
legal, management, or technical consulting services to Hangzhou Steam Turbine
Co., Ltd., its affiliates, or its holding shareholder;
VIII. Within the latest one year, I’m not working for any of the firms that
providing auditing, consulting, appraisal, legal, or sales services to the Company,
or, working for these firms but not involved in the works related to the Company
and not the main responsible person or partner.
IX. I’m not taking positions in entities with major trades with the Company,
its affiliates, the holding shareholder of the Company, or its affiliates. And not
taking positions in any of the holding shareholders of these entities.
X. I’m not working for any of the banks, suppliers, or sales agents of the
Company;
XI. I’m not taking any extra benefits from the Company, or main
shareholder or stakeholders of the Company, which are not disclosed;
XII. I’m not a civil servant, or taking of the position as independent
director is not violating the “Civil Servant Act”;
XIII. I’m not currently a central government staff, who is regarded as civil
servant, of the Party, the People’s Congress, Government, Political Consultative
Conference, the justice department, or prosecution department.
XIV. I’m not the central government staff who has retired or resigned
within three years and is planning to take position in a listed company that
directly related to his/her previous work.
XV. I’m not the central government staff retired or resigned in three years
and not granted approval by the Central Discipline Committee, and Central
Organization Department of the Party to be an independent director.
XVI. I’m not the central government staff who has retired or resigned
within three years and not reported to the committee of the Party about taking
position as an independent director;
XVII. I’m not a person retired or resigned in three years and takes positions
in a company in which a foreign shareholder is holding over 25% of shares;
XVIII. I’m not subject to the situation as described by Article 147 of the
Company Law of PRC that is not allowed to be director of a company;
XIX. I have obtained the certificate of independent director as required by
“Instructions for Listed Companies on Training of Executives” issued by China
Securities Regulatory Commission;
XX. I’m in the condition that satisfying the Articles of Association of the
Company;
XXI. I’m providing truthful, accurate, and complete information such as
the resume to the Company.
We are not working as independent director for over five public listed
companies, including China Fangda Group Co., Ltd., and has not working as
independent director for the Company for over successively six years.
I assume responsibilities about the truthfulness, completeness, and
accuracy of the above statements. There isn’t any false or misleading statement
in above. And I’m fully aware of the consequences a false statement may lead to.
Shenzhen Stock Exchange may recognize my qualification and independency
against the above statements. I’ll keep following with the laws, acts, and articles,
regulations, circulars issued by China Securities Regulatory Commission, and
relative rules of Shenzhen Stock Exchange as well. I’ll spend enough time and
spirit to fulfill my duties and make judgment independently without being
influenced by the major shareholders, substantial holders, or other interested
parties.
The announcer: Shao Hanqing,
Guo Jinlong, Huang Yaying
March 4, 2011
