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Declarations and Undertakings of Independent Director Nominees
The nominee, the board of directors of Shanghai Junshi Biomedical Technology Co., Ltd., hereby nominates Li Zhongxian as a candidate for independent director of the fourth board of directors of Shanghai Junshi Biomedical Technology Co., Ltd., and has fully understood the nominee's occupation, education, professional title, detailed work experience, all part-time jobs, whether there is a major dishonesty and other bad records. The nominee has agreed to serve as an independent director candidate for the fourth board of directors of Shanghai Junshi Biomedical Technology Co., Ltd. (see the statement of the independent director candidate). The nominee believes that the nominee has the qualifications of an independent director and does not have any relationship with Shanghai Junshi Biomedical Technology Co., Ltd. that affects its independence, and specifically declares and undertakes as follows:
1. The nominee has the basic knowledge of the operation of a listed company, is familiar with relevant laws, administrative regulations, rules and other normative documents, and has more than 5 years of work experience in law, economics, accounting, finance, management or other necessary to perform the duties of an independent director.
Proof that the nominee has participated in the training and obtained the relevant training materials recognized by the stock exchange.
2. 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 Servants Law of the People's Republic of China on civil servants holding concurrent positions (if applicable);
(3) The China Securities Regulatory Commission's Measures for the Administration of Independent Directors of Listed Companies, the self-regulatory rules of the Shanghai Stock Exchange, and the relevant provisions of the Articles of Association on the qualifications and conditions of independent directors;
(4) 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 Regulating Central Management Cadres
Notice of Resignation from Public Service or Appointment as Independent Director or Independent Supervisor of a Listed Company or Fund Management Company after Retirement (Retirement) (if applicable);
(5) The relevant provisions of the Opinions of the Organization Department of the CPC Central Committee on Further Regulating the Issue of Party and Government Leading Cadres Holding Part-time Positions in Enterprises (if applicable);
(6) The relevant provisions of the "Opinions on Strengthening the Establishment of Anti-Corruption and Clean Government in Institutions of Higher Education" 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 provisions of the People's Bank of China's Guidelines for the System of Independent Directors and External Supervisors of Joint-stock Commercial Banks (if applicable);
(8) Relevant provisions of the Measures for the Supervision and Administration of Directors, Supervisors, Senior Managers and Practitioners of Securities and Fund Operating Institutions issued by the China Securities Regulatory Commission (if applicable);
(9) Measures for the Administration of the Qualifications of Directors (Directors) and Senior Managers of Banking Financial Institutions, Regulations on the Administration of the Qualifications of Directors, Supervisors and Senior Managers of Insurance Companies, Measures for the Administration of Independent Directors of Insurance Institutions and other relevant provisions (if applicable);
(10) Other laws and regulations, departmental rules, normative documents and the provisions of the Shanghai Stock Exchange.
3. The nominee is independent and does not fall under the following circumstances:
(1) Persons serving in listed companies or their subsidiaries and their spouses, parents, children, and principal social relations (primary social relations refer to siblings, spouses of siblings, parents of spouses, brothers and sisters of spouses, spouses of children, parents of spouses of children, etc.);
(2) Directly or indirectly holding more than 1% of the issued shares of a listed company or being a natural person shareholder among the top 10 shareholders of a listed company and their spouses, parents and children;
(3) Persons who directly or indirectly hold more than 5% of the issued shares of a listed company or the top five shareholders of a listed company, as well as their spouses, parents and children;
(4) Holding a position in a subsidiary enterprise of a controlling shareholder or actual controller of a listed company
persons and their spouses, parents, children;
(5) Persons who have major business dealings with listed companies and their controlling shareholders or actual controllers or their respective subsidiaries, or persons who hold positions in units with major business dealings and their controlling shareholders or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to listed companies and their controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all project team members, reviewers at all levels, personnel who sign reports, partners, directors, senior managers and principal responsible persons of intermediaries providing services;
(7) Persons who have had the circumstances listed in the preceding six items in the last 12 months;
(8) Other circumstances determined by the Shanghai Stock Exchange to be not independent.
4. Candidates for independent directors do not have the following bad records:
(1) Received an administrative penalty from the China Securities Regulatory Commission or a criminal penalty from a judicial organ within the last 36 months;
(2) Being investigated by the China Securities Regulatory Commission or by the judicial authorities for suspected securities and futures violations and crimes, and there is no clear conclusion yet;
(3) In the past 36 months, they have been publicly reprimanded by the stock exchange or criticized by the stock exchange three or more times;
(4) There is a negative record of major untrustworthiness or so on;
(5) Other circumstances as determined by the Firm.
5. The nominee is not a person who has been dismissed by the board of directors by the board of directors who proposed to convene a general meeting of shareholders during his previous tenure as an independent director because he failed to attend the board meeting in person twice in a row and did not entrust other directors to attend the board meeting.
6. Including Shanghai Junshi Biomedical Technology Co., Ltd., the number of domestic listed companies in which the nominee is also an independent director does not exceed three, and the nominee has served in Shanghai Junshi Biomedical Technology Co., Ltd. for less than six consecutive years.
7. The nominee has rich professional knowledge and experience in accounting, has the qualification of certified public accountant, and has more than 5 years of full-time work experience in accounting, auditing or financial management and other professional positions.
8. The nominee does not have any circumstances that affect the integrity of the independent directors or other circumstances that affect the qualifications of the independent directors.
The nominee has passed the qualification review of the nomination committee of the fourth board of directors of Shanghai Junshi Biomedical Technology Co., Ltd., and the nominee has no interest or other close relationship that may affect the independent performance of duties.
The nominee has verified the qualifications of the candidates for independent directors in accordance with the Self-Regulatory Guidelines for Listed Companies No. 1 of the Shanghai Stock Exchange - Standardized Operation and confirmed that they meet the requirements.
The Nominator warrants that the above statements are true, complete and accurate and that there is no misrepresentation or misleading material, and the Nominator fully understands the consequences that may result from making false statements.
It is hereby declared.
Nominee: Board of Directors of Shanghai Junshi Biomedical Technology Co., Ltd
November 29, 2024
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