Stock Code: 000055, 200055 Stock ID: Fangda Group, Fangda B Announcement No. 2014-17
China Fangda Group Co., Ltd.
Statement of Independent Director Candidate
China Fangda Group Co., Ltd. has made this public statement on nominating
Huang Yaying as the candidates for the independent directors of the 7th Board of
Directors of China Fangda Group Co., Ltd.The three nominees have agreed in writing
to be nominated as the candidates for the independent directors of the 7th Board of
Directors of China Fangda Group Co., Ltd. The nomination is made after deep
understanding the career, education background, professional titles and work
experience of the nominees. The nominator believes that the nominees fully meet
requirements on qualification and independence as candidates for independent
directors in accordance with relevant laws, administrative regulations, department
rules and regulatory documents as well as rules of the Shenzhen Stock Exchange. The
detailed statement is as follows:
1. The nominees are qualified for serving as directors of listed companies in
accordance with laws such as the Company Law, administrative regulations and other
relevant regulations.
√ Yes □ No
If no, please explain the condition specifically: __________________
2. The nominees meet recruiting requirements in the articles of association of
China Fangda Group Co., Ltd.
√ Yes □ No
If no, please explain the condition specifically: __________________
3. The nominees have received the certificate of independent director in
accordance with the Training Guide for Senior Management of Listed Companies
issued by CSRC.
√ Yes □ No
If no, please explain the condition specifically: __________________
4. Neither the nominees, their direct relatives nor related persons hold any
positions in the Company and its subsidiaries.
√ Yes □ No
If no, please explain the condition specifically:________________
5. Neither the nominees nor their direct relatives hold directly or indirectly more
than 1% of the issued shares of China Fangda Group Co., Ltd. or are among the
top-10 shareholders of the Company.
√ Yes □ No
If no, please explain the condition specifically:________________
6. Neither the nominees nor their direct relatives hold any positions in
shareholding companies that directly or indirectly hold more than 5% of the
Company's issued shares, or held any positions in a shareholding company among the
top-5 shareholding companies of the listed company.
√ Yes □ No
If no, please explain the condition specifically:________________
7. Neither the nominees or their direct relatives hold positions in the controlling
shareholder, actual controller and subsidiaries of China Fangda Group Co., Ltd.
√ Yes □ No
If no, please explain the condition specifically:________________
8. The nominees provide no financial, legal, management or technical consulting
services for China Fangda Group Co., Ltd. or its subsidiaries or its controlling
shareholder.
√ Yes □ No
If no, please explain the condition specifically:________________
9. The nominees hold no position in companies with major transactions with
China Fangda Group Co., Ltd., its controlling shareholder, actual controller or its
subsidiaries, or the controlling shareholder of such a company.
√ Yes □ No
If no, please explain the condition specifically:________________
10. None of the foresaid six conditions happened in the past one year.
√ Yes □ No
If no, please explain the condition specifically: __________________
11. The nominees are not prohibited from participating in the securities market
by CSRC or the prohibition has expired;
√ Yes □ No
If no, please explain the condition specifically: __________________
12. The nominees have not been publicly identified by the stock exchange as
unfit for serving as directors, supervisor or senior management of a listed company;
√ Yes □ No
If no, please explain the condition specifically: __________________
13. The nominees have not been punished by CSRC over the past three years:
√ Yes □ No
If no, please explain the condition specifically: __________________
14. The nominees have not been publicly criticized or received more than three
criticism circulars over the past three years;
√ Yes □ No
If no, please explain the condition specifically: __________________
15. Over the past one year, neither the nominees, their existing nor previous
employers had any impacts on the nominees that would affect their independence.
√ Yes □ No
If no, please explain the condition specifically: __________________
16. Serving as an independent director complies with regulations of the Civil
Servant Law.
√ Yes □ No
If no, please explain the condition specifically: __________________
17. The nominees are not central administrative officials of the CPC, NPC,
CPPCC, court, procuratorate or other similar organs.
√ Yes □ No
If no, please explain the condition specifically: __________________
18. The nominees have not resigned or retired for less than three years and will
not serve as management executives at a listed company directly related to their
previous work.
√ Yes □ No
If no, please explain the condition specifically: __________________
19. The nominees have not resigned or retired for less than three years, and will
not serve as independent directors without the consent from the CPC unit (committee),
discipline inspection commission or central organization department that they worked
at previously.
√ Yes □ No
If no, please explain the condition specifically: __________________
20. The nominees will not serve as independent directors without reporting to
and completing registration with the CPC unit (committee) that they worked at
previously after more than three years upon their resignation and retirement.
√ Yes □ No
If no, please explain the condition specifically: __________________
21. Serving as an independent director is not the condition that a central
administrative official who has resigned or retired for more than three years holds a
position at a listed company in the previous governing region and scope of business,
of which more than 25% stock is held by foreign fund.
√ Yes □ No
If no, please explain the condition specifically: __________________
22. Serving as the independent director will not violate regulations on taking
positions by an university management executive in the Opinions on Strengthening
Anti-Corruption Campaign in Universities issued by the Central Commission for
Discipline Inspection, Ministry of Education and Ministry of Supervision.
√ Yes □ No
If no, please explain the condition specifically: __________________
23. Taking this position will not violate the Provisional Regulations on
Independent Directors of Insurance Companies issued by the CIRC.
√ Yes □ No
If no, please explain the condition specifically: __________________
24. Taking this position will not violate the Regulations for Independent
Directors and External Supervisors of Joint-Stock Commercial Banks.
√ Yes □ No
If no, please explain the condition specifically: __________________
25. The independent director nomination will not violate the Regulations on
Supervising Qualification of Directors, Supervisors and Senior Management of
Securities Companies issued by the CSRC.
√ Yes □ No
If no, please explain the condition specifically: __________________
26. Taking this position will not violate regulations of other governing bodies on
qualification of directors and independent directors.
√ Yes □ No
If no, please explain the condition specifically: __________________
27. The numbers of listed companies where the nominees serve as independent
directors do not exceed five, including China Fangda Group Co., Ltd., and they have
not served as independent directors at China Fangda Group Co., Ltd. for more than
six years.
√ Yes □ No
If no, please explain the condition specifically: __________________
28. The nominees have asked the Board of Directors of the Company in
accordance with the Regulations on Independent Director Registration of Shenzhen
Stock Exchange to disclose information about them including their career, education,
work experience and part-time jobs.
√ Yes □ No
If no, please explain the condition specifically: __________________
29. The nominees have attended in person most of the meetings of the Board of
Directors in their previous terms of office as independent directors.
√ Yes □ No □ NA
During the past three years, the nominees have attended _27__ meetings of the
Board of Directors in their terms of offices in listed companies and have missed _0__
meetings. (Missing a meeting means absence in a meeting with no proxy appointed to
attend the meeting)
30. While serving as independent directors, the nominees have not given any
independent director’s opinions not according to regulations and opinions given by
them are all consistent with facts.
√ Yes □ No □ NA
If no, please explain the condition specifically: __________________
31. The nominees have not been punished by any bodies other than the CSRC
over the past three years:
√ Yes □ No
If no, please explain the condition specifically: __________________
32. The nominees have not served as directors, supervisors or senior
management in more than five listed companies concurrently;
√ Yes □ No
If no, please explain the condition specifically: __________________
33. The nominees are not over 70 years old and are not serving at multiple
companies, institutions or social organizations concurrently.
√ Yes □ No
If no, please explain the condition specifically: __________________
34. There are no other conditions that may affect the diligent and independent
performance of duties of the independent director.
√ Yes □ No
If no, please explain the condition specifically: __________________
The nominees guaranty that the statement is true, accurate and complete, and is
free of any misleading statement or material omission; otherwise, the nominees will
be held legally liable for any consequence and punished by the Shenzhen Stock
Exchange.
The nominees authorize the secretary of the Board of Directors to deliver the
statement and other information about them to the Shenzhen Stock Exchange. The
nominees will assume any legal liability incurred by the delivery.
Nominator: Board of Directors of China Fangda Group Co., Ltd.
March 7, 2013
