Nanfang Stock (600250): Independent Director Nominee And Candidate Statement

Announcement on the nomination of candidates and candidates for independent directors of Nanjing textiles import and export Limited by Share Ltd

Statement of independent director nominee

The nominee, the board of directors of the Nanjing textiles import and export Limited by Share Ltd, nominated Mr. Jiang Xiaosan and Mr. Wu Jinsong as the independent directors of the ninth board of directors of the Nanjing textiles import and export Limited by Share Ltd. He has fully understood the professional expertise, educational background, work experience and part-time duties of the nominee. The nominee has written consent to be the independent director candidate of the ninth board of directors of the Nanjing textiles import and export Limited by Share Ltd (see the statement of the independent director candidate).

The nominee holds that the nominee is qualified as an independent director, and there is no relationship between the nominee and the Nanjing textiles import and export Limited by Share Ltd.

1. Nominees have the basic knowledge of the operation of listed companies, and are familiar with relevant laws, administrative regulations, rules and other normative documents. They have more than five years' experience in legal, economic, financial, management or other duties as independent directors. The nominee has obtained the independent director qualification certificate in accordance with the guidelines for the training of senior managers of listed companies and relevant regulations.

Two. The qualifications of nominees shall meet the requirements of the following laws, administrative regulations and departmental rules:

(1) the provisions of the company law on the qualifications of directors;

(two) the civil servant law stipulates the civil service concurrent duties;

(three) the provisions of the Central Commission for Discipline Inspection and the Central Organization Department on the regulation of regulating the resignation of the cadres in the public office or the notice of the independent directors and independent supervisors of the listed companies and the fund management companies after retiring from office.

(four) the opinions of the Central Commission for Discipline Inspection, Ministry of education and the Ministry of supervision on strengthening the anti-corruption building in Colleges and universities concerning the part-time duties of leading members of colleges and universities;

(five) the regulations of the CIRC on the Interim Measures for the management of independent directors of insurance companies;

(six) the provisions of the Securities Industry Association of China on the practice of Issuing Securities Research Report on securities analysts' concurrent duties;

(seven) other laws, administrative regulations and departmental rules and regulations.

Three, the nominee is independent and does not belong to the following circumstances:

(1) persons serving in listed companies or their subsidiary enterprises, their immediate family members and major social relations

(direct relatives refer to spouses, parents, children, etc.) the main social relationships refer to siblings, parents, daughter-in-law, son-in-law, spouses, brothers and sisters, etc.

(two) directly or indirectly holding 1% of the issued shares of listed companies or the natural shareholders and their immediate relatives of the top ten shareholders of the listed company;

(three) directly or indirectly holding shareholders of listed companies whose shares have been issued more than 5%, or those who serve in the top five shareholders of listed companies and their immediate family members;

(four) persons who are in charge of the actual controllers of listed companies and their affiliated enterprises;

(five) personnel who provide financial, legal and consulting services for listed companies and their controlling shareholders or their subsidiary enterprises, including all the personnel of the project team, the reviewers at all levels, the personnel, partners and principal responsible persons in the reports;

(six) to serve as directors, supervisors or senior managers in units that have significant business dealings with listed companies and their controlling shareholders or their subsidiary enterprises, or serve as directors, supervisors or senior managers in the controlling shareholders' units of the business units.

(seven) persons who had listed the first six items in the latest year;

(eight) the other Shanghai stock exchange finds that it is not independent.

Four. The independent director candidates do not have the following bad records:

(1) it has been punished by the CSRC in the past three years.

(two) in the period of being publicly recognized as a director of a listed company by the stock exchange;

(three) in recent three years, it has been publicly condemned by the stock exchange or criticized for more than two times.

(four) during the period of serving as an independent director, the number of directors who did not attend the board meetings for two consecutive times, or did not attend the board meetings in person, accounted for more than 1/3 of the board meetings.

(five) the independent opinions expressed during the period of serving as independent directors were obviously inconsistent with the facts.

Five, including the Nanjing textiles import and export Limited by Share Ltd, the number of domestic listed companies nominated as independent directors is not more than five, and the nominee has been in Nanjing textile import and export Limited by Share Ltd for more than six years.

Six. Mr. Jiang Xiao San, the nominee, has rich accounting knowledge and experience, and has the qualification of certified public accountant and senior accountant. Based on the Shanghai stock exchange's guidelines for the record and training of the independent directors of the Shanghai Stock Exchange listed companies, the author has verified the qualifications of the independent directors and confirmed that they meet the requirements.

The proposer guarantees that the statement is true, complete and accurate, and does not contain any false statements or misleading elements.

The proposer fully understands the possible consequences of making false statements.

Hereby declare

Nominee: Board of directors of Nanjing textiles import and export Limited by Share Ltd

Two June 8th two

Statement of candidates for independent directors

Jiang Xiaosan, I have fully understood and agreed to be nominated by the nominee of the Nanjing textiles import and export Limited by Share Ltd board as the independent director candidate of the ninth board of directors of the Nanjing textile import and export Limited by Share Ltd. I declare publicly that I have the qualifications of an independent director to ensure that there is no influence on the independence of the independent director of the company.

1. I have the basic knowledge of the operation of listed companies. I am familiar with relevant laws, administrative regulations, departmental rules and other normative documents. I have over five years working experience in law, economy, finance, management or other duties as an independent director, and have already obtained independent directors according to the guidelines for the training of senior managers of listed companies and relevant regulations. Qualification.

Two. My 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;

(two) the provisions of the civil servant law of the People's Republic of China on the part-time duties of civil servants;

(three) the provisions of the Central Commission for Discipline Inspection and the Central Organization Department on the regulation of regulating the resignation of the cadres in the public office or the notice of the independent directors and independent supervisors of the listed companies and the fund management companies after retiring from office.

(four) the opinions of the Central Commission for Discipline Inspection, Ministry of education and the Ministry of supervision on strengthening the anti-corruption building in Colleges and universities concerning the part-time duties of leading members of colleges and universities;

(five) the regulations of the CIRC on the Interim Measures for the management of independent directors of insurance companies;

(six) the provisions of the Securities Industry Association of China on the practice of Issuing Securities Research Report on securities analysts' concurrent duties;

(seven) other laws, administrative regulations and departmental rules and regulations.

Three, I am independent, and do not belong to the following situations:

(1) those who work in the company or their subsidiary enterprises and their immediate family members and their major social relations (direct relatives) refer to spouses, parents, children, etc.; the main social relations refer to brothers and sisters, parents in law, daughters in law, spouses, brothers and sisters, spouses, brothers and sisters, etc.

(two) directly or indirectly holding over 1% of the issued shares of the company or the natural shareholders and their immediate relatives of the first ten shareholders of the company;

(three) a shareholder directly or indirectly holding the company's shares of more than 5% of the company's shares, or those who are serving the first five shareholders of the company and their immediate family members;

(four) persons in charge of the company's actual controller and its subsidiary enterprises;

(five) personnel who provide financial, legal and consulting services for the company and its controlling shareholders or their subsidiary enterprises, including all the personnel of the project team, the reviewers at all levels, the personnel, partners and principal responsible persons who have signed the report;

(six) be a director, supervisor or senior manager in a unit that has significant business dealings with the company and its controlling shareholders or their subsidiary enterprises, or be directors, supervisors or senior managers in the controlling shareholders' units of the business units.

(seven) persons who had listed the first six items in the latest year;

(eight) the other Shanghai stock exchange finds that it is not independent.

Four, I do not have the following bad records:

(1) it has been punished by the CSRC in the past three years.

(two) in the period of being publicly recognized as a director of a listed company by the stock exchange;

(three) in recent three years, it has been publicly condemned by the stock exchange or criticized for more than two times.

(four) during the period of serving as an independent director, the number of directors who did not attend the board meetings for two consecutive times, or did not attend the board meetings in person, accounted for more than 1/3 of the board meetings.

(five) the independent opinions expressed during the period of serving as independent directors were obviously inconsistent with the facts.

Five, including the company, I have served as an independent director of the number of domestic listed companies not more than five; I have been in the company for no more than six years.

Six, I have rich accounting knowledge and experience, and have the qualification of certified public accountant and senior accountant.

I have verified and confirmed the qualifications of my independent director candidates on the basis of the Shanghai Stock Exchange Guidelines for the record and training of independent directors of listed companies on the Shanghai stock exchange. I am fully aware of the duties of an independent director to ensure that the statement is true, complete and accurate, and that there are no false statements or misleading elements. I fully understand the possible consequences of making false statements. The Shanghai stock exchange can confirm its qualifications and independence in accordance with this statement.

I promise: during the period of serving as the independent director of the company, I will abide by the laws and regulations, the rules, regulations, notices issued by the China Securities Regulatory Commission, and the requirements of the Shanghai stock exchange business rules, and accept the supervision of the Shanghai stock exchange to ensure that there is sufficient time and energy to perform duties and make independent judgements, not subject to the main shareholders of the company, the actual controller or others. The influence of a unit or individual with interest.

I promise: if I do not meet the qualifications of the independent director after my appointment, I will resign from the independent director within 30 days from the date of such occurrence.

Hereby declare

Statement: Jiang Xiao San, June 8th two, two

Statement of candidates for independent directors

Wu Jinsong, I have fully understood and agreed to be nominated by the nominee of the Nanjing textiles import and export Limited by Share Ltd board as the independent director candidate of the ninth board of directors of the Nanjing textile import and export Limited by Share Ltd. I declare publicly that I have the qualifications of an independent director to ensure that there is no influence on the independence of the independent director of the company.

1. I have the basic knowledge of the operation of listed companies. I am familiar with relevant laws, administrative regulations, departmental rules and other normative documents. I have over five years working experience in law, economy, finance, management or other duties of independent directors, and have been guided by the guidelines for training senior managers of listed companies.

And relevant regulations to obtain independent director qualification certificate.

Two. My 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;

(two) the provisions of the civil servant law of the People's Republic of China on the part-time duties of civil servants;

(three) the provisions of the Central Commission for Discipline Inspection and the Central Organization Department on the regulation of regulating the resignation of the cadres in the public office or the notice of the independent directors and independent supervisors of the listed companies and the fund management companies after retiring from office.

(four) the opinions of the Central Commission for Discipline Inspection, Ministry of education and the Ministry of supervision on strengthening the anti-corruption building in Colleges and universities concerning the part-time duties of leading members of colleges and universities;

(five) the regulations of the CIRC on the Interim Measures for the management of independent directors of insurance companies;

(six) the provisions of the Securities Industry Association of China on the practice of Issuing Securities Research Report on securities analysts' concurrent duties;

(seven) other laws, administrative regulations and departmental rules and regulations.

Three, I am independent, and do not belong to the following situations:

(1) those who work in the company or their subsidiary enterprises and their immediate family members and their major social relations (direct relatives) refer to spouses, parents, children, etc.; the main social relations refer to brothers and sisters, parents in law, daughters in law, spouses, brothers and sisters, spouses, brothers and sisters, etc.

(two) directly or indirectly holding over 1% of the issued shares of the company or the natural shareholders and their immediate relatives of the first ten shareholders of the company;

(three) a shareholder directly or indirectly holding the company's shares of more than 5% of the company's shares, or those who are serving the first five shareholders of the company and their immediate family members;

(four) persons in charge of the company's actual controller and its subsidiary enterprises;

(five) personnel who provide financial, legal and consulting services for the company and its controlling shareholders or their subsidiary enterprises, including all the personnel of the project team, the reviewers at all levels, the personnel, partners and principal responsible persons who have signed the report;

(six) be a director, supervisor or senior manager in a unit that has significant business dealings with the company and its controlling shareholders or their subsidiary enterprises, or be directors, supervisors or senior managers in the controlling shareholders' units of the business units.

(seven) persons who had listed the first six items in the latest year;

(eight) the other Shanghai stock exchange finds that it is not independent.

Four, I do not have the following bad records:

(1) it has been punished by the CSRC in the past three years.

(two) in the period of being publicly recognized as a director of a listed company by the stock exchange;

(three) in recent three years, it has been publicly condemned by the stock exchange or criticized for more than two times.

(four) during the period of serving as an independent director, the number of directors who did not attend the board meetings for two consecutive times, or did not attend the board meetings in person, accounted for more than 1/3 of the board meetings.

(five) the independent opinions expressed during the period of serving as independent directors were obviously inconsistent with the facts.

Five, including the company, I have served as an independent director of the number of domestic listed companies not more than five; I have been in the company for no more than six years.

I have verified and confirmed the qualifications of my independent director candidates on the basis of the Shanghai Stock Exchange Guidelines for the record and training of independent directors of listed companies on the Shanghai stock exchange.

I am fully aware of the duties of an independent director to ensure that the statement is true, complete and accurate, and that there are no false statements or misleading elements. I fully understand the possible consequences of making false statements. The Shanghai stock exchange can confirm its qualifications and independence in accordance with this statement.

I promise: during the period of serving as the independent director of the company, I will abide by the laws and regulations, the rules, regulations, notices issued by the China Securities Regulatory Commission, and the requirements of the Shanghai stock exchange business rules, and accept the supervision of the Shanghai stock exchange to ensure that there is sufficient time and energy to perform duties and make independent judgements, not subject to the main shareholders of the company, the actual controller or others. The influence of a unit or individual with interest.

I promise: if I do not meet the qualifications of the independent director after my appointment, I will resign from the independent director within 30 days from the date of such occurrence.

Hereby declare

Declarant: Wu Jinsong

Two June 8th two