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Statement and undertaking of candidates for independent directors of companies listed on the Science and Technology Innovation Board
promise
I, Liu Qiang, have fully understood and agreed to be nominated by the board of directors of Aerospace Hongtu Information Technology Co., Ltd. as a candidate for independent director of the fourth board of directors of Aerospace Hongtu Information Technology Co., Ltd. I publicly declare that I have the qualifications to serve as an independent director, and I guarantee that there is no relationship that affects my independence as an independent director of Aerospace Hongtu Information Technology Co., Ltd., and specifically declares and undertakes as follows:
1. I have the basic knowledge of the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules and other normative documents, and have more than five years of work experience necessary for the performance of the duties of independent directors in law, economic accounting, finance, management, etc.
2. My qualifications meet the requirements of the following laws, administrative regulations, departmental rules and company rules:
(1) The Company Law of the People's Republic of China and other provisions 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 relevant provisions of the Measures for the Administration of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission and the self-regulatory rules of the Shanghai Stock Exchange on the qualifications and conditions of independent directors;
(4) The provisions of the Notice 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 Regulating the Appointment of Central Management Cadres as Independent Directors and Independent Supervisors of Listed Companies and Fund Management Companies after Resigning from Public Posts or Retiring (Retiring) (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. I am independent and do not fall under the following circumstances:
(1) Personnel working in listed companies or their subsidiaries and their immediate family members and main social relations (immediate family members refer to spouses, parents, children, etc.; Primary social relations refer to siblings, spouses of siblings, parents of spouses, siblings 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 a natural person shareholder and his or her immediate family members among the top 10 shareholders of a listed company;
(3) Persons and their immediate family members who directly or indirectly hold more than 5% of the issued shares of a listed company or in the top five shareholder units of a listed company;
(4) Personnel and their immediate family members who hold positions in subsidiaries of the controlling shareholders or actual controllers of listed companies;
(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 one of 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. I do not have any of the following bad records:
(1) Received administrative punishment from the China Securities Regulatory Commission or criminal punishment by judicial authorities 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) Has been publicly reprimanded by the stock exchange or more than 3 times in the last 36 months
circulating criticism;
(4) There is a negative record of major untrustworthiness or so on;
(5) Other circumstances as determined by the Firm.
5. I am not a person who was proposed by the board of directors to convene a general meeting of shareholders to be dismissed from my position as an independent director during my previous tenure as an independent director because I failed to attend in person twice in person or entrusted other directors to attend board meetings.
6. Including Aerospace Hongtu Information Technology Co., Ltd., the number of domestic listed companies in which I am an independent director does not exceed three; I am in Aerospace Hongtu Information Technology
The company has not served for more than six consecutive years.
7. I have participated in the training and obtained the relevant training certification materials recognized by the stock exchange.
8. I do not have any circumstances that affect the integrity of independent directors or other circumstances that affect the qualifications of the independent directors.
I have passed the qualification review of the nomination committee of the third board of directors of Aerospace Hongtu Information Technology Co., Ltd., and I have no interest in the nominee or other relationships that may hinder the independent performance of my duties.
I have verified my qualifications as an independent director candidate in accordance with the Shanghai Stock Exchange's Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation of the Shanghai Stock Exchange, and confirmed that I meet the requirements.
I am fully aware of the duties of an independent director and warrant that the above statements are true, complete and accurate and that there is no misrepresentation or misleading material, and I fully understand the consequences that may result from making false declarations. The Shanghai Stock Exchange may confirm my qualifications and independence based on this statement.
I promise that during my tenure as an independent director of Aerospace Hongtu Information Technology Co., Ltd., I will abide by laws and regulations, the rules, regulations, notices issued by the China Securities Regulatory Commission and the business rules of the Shanghai Stock Exchange, accept the supervision of the Shanghai Stock Exchange, ensure that I have enough time and energy to perform my duties, make independent judgments, and will not be affected by the company, its major shareholders, actual controllers and other units or individuals.
I promise that if I do not meet the qualifications of an independent director after taking office, I will resign as an independent director in accordance with relevant regulations.
It is hereby declared.
Declarant: Liu Qiang
March 4, 2025
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