Statement and Commitment of Independent Director Nominee
The nominator, Wu Youlin, now nominates Mr. You Xianghua as an independent director candidate for the fourth session of the Board of Directors of Fujian Aonong Biotechnology Group Co., Ltd., and has fully understood the nominee's occupation, education, professional title, detailed work experience, all part-time jobs, and whether he has any bad records such as major breach of trust. The nominee has agreed to serve as an independent director candidate for the fourth session of the Board of Directors of Fujian Aonong Biotechnology Group Co., Ltd. (see the independent director candidate statement). The nominator believes that the nominee has the qualifications to serve as an independent director and does not have any relationship with Fujian Aonong Biotechnology Group Co., Ltd. that affects his independence. The specific statement and commitment are as follows:
The nominee has basic knowledge of the operation of listed companies, is familiar with relevant laws, administrative regulations, rules and other normative documents, and has more than 5 years of legal, economic, accounting, financial, management or other work experience necessary to perform the duties of an independent director.
The nominee’s qualifications meet the requirements of the following laws, administrative regulations and departmental rules:
(1) The provisions of the "Company Law of the People's Republic of China" on the qualifications of directors;
(2) The provisions of the Civil Servant Law of the People's Republic of China regarding civil servants holding concurrent positions (if applicable);
(3) The relevant provisions of the China Securities Regulatory Commission's "Administrative Measures for Independent Directors of Listed Companies", the self-regulatory rules of the Shanghai Stock Exchange and the company's articles of association regarding the qualifications and conditions for independent directors;
(4) The regulations of the Central Commission for Discipline Inspection of the Communist Party of China and the Organization Department of the Central Committee of the Communist Party of China on "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);
(5) Relevant provisions of the Organization Department of the Central Committee of the Communist Party of China’s “Opinions on Further Regulating the Part-time Work (Office) of Party and Government Leading Cadres in Enterprises” (if applicable);
(6) Relevant provisions of the "Opinions on Strengthening the Construction of Anti-Corruption and Integrity in Colleges and Universities" issued by the Central Commission for Discipline Inspection of the Communist Party of China, the Ministry of Education, and the Ministry of Supervision (if applicable);
(7) Relevant regulations such as the People's Bank of China's "Guidelines on the System of Independent Directors and External Supervisors of Joint-stock Commercial Banks" (if applicable);
(8) Relevant provisions of the China Securities Regulatory Commission's "Measures for the Supervision and Administration of Directors, Supervisors, Senior Managers and Practitioners of Securities Fund Business Institutions" (if applicable);
(9) Relevant regulations such as the "Measures for the Administration of the Qualifications of Directors (Councillors) and Senior Managers of Banking Financial Institutions", the "Management Regulations for the Qualifications of Directors, Supervisors and Senior Managers of Insurance Companies", "Measures for the Administration of Independent Directors of Insurance Institutions", etc. (if applicable);
(10) Other laws, regulations, departmental rules, normative documents and situations stipulated by the Shanghai Stock Exchange.
3. The nominee is independent and does not fall into the following situations:
(1) Personnel working in a listed company or its affiliated enterprises and their spouses, parents, children, and major social relations (main social relations refer to brothers and sisters, spouses of brothers and sisters, parents of spouses, brothers and sisters of spouses, spouses of children, parents of children’s spouses, etc.);
(2) Directly or indirectly hold more than 1% of the issued shares of a listed company or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of a listed company;
(3) Shareholders who directly or indirectly hold more than 5% of the issued shares of a listed company or persons who serve in the top five shareholders of a listed company and their spouses, parents, and children;
(4) Personnel working in affiliated enterprises of the controlling shareholder or actual controller of a listed company and their spouses, parents, and children;
(5) Persons who have significant business dealings with listed companies, their controlling shareholders, actual controllers, or their respective subsidiaries, or persons who serve in units that have significant business dealings, their controlling shareholders, or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to listed companies, their controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;
(7) Persons who have had the circumstances listed in the first six items in the past 12 months;
(8) Other circumstances in which the Shanghai Stock Exchange determines that it is not independent.
4. Independent director candidates have no following bad records:
(1) Subject to administrative penalties from the China Securities Regulatory Commission or criminal penalties from judicial authorities within the last 36 months;
(2) Being investigated by the China Securities Regulatory Commission or judicial authorities for suspected securities and futures crimes, but no clear conclusion has been reached;
(3) Received public condemnation from the stock exchange or notice of criticism three or more times in the last 36 months;
(4) There are bad records such as major breach of trust;
(5) Other circumstances determined by the Shanghai Stock Exchange.
The nominee is not a person who was dismissed from his position by the board of directors as proposed by the board of directors for convening a shareholders' meeting because he failed to attend in person or entrust other directors to attend board meetings twice in a row during his previous term as an independent director.
Including Fujian Aonong Biotechnology Group Co., Ltd., nominated