Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022008 Venustech Group Inc(002439)
Notice on convening the first extraordinary general meeting of shareholders in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Venustech Group Inc(002439) (hereinafter referred to as “the company”) the board of directors held the 27th (Interim) meeting of the Fourth Board of directors on March 1, 2022. The proposals considered at this meeting must be considered by the general meeting of shareholders of the company. In accordance with relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of Venustech Group Inc(002439) articles of Association (hereinafter referred to as the “articles of association”), the board of Directors proposes to convene the first extraordinary meeting of the company’s 2022 general meeting of shareholders (hereinafter referred to as the “meeting”), and the relevant matters of the meeting are hereby notified as follows:
1、 Basic information of holding this meeting
(I) session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
(II) convener of the meeting: the 4th board of directors of the company
(III) the meeting was convened by the resolution of the 27th (Interim) meeting of the Fourth Board of directors of the company. The convening of the shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
(IV) date and time of the meeting
On site meeting time: 14:30, March 22, 2022
Online voting time: March 22, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 22, 2022;
The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 22, 2022.
(V) convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. The company will provide online voting platform to shareholders through Shenzhen stock exchange system and Internet system, and shareholders can exercise their voting rights through the above system during online voting time.
(VI) equity registration date of the meeting: March 15, 2022
(VII) attendees
1. Shareholders holding shares of the company or their agents on the equity registration date;
All ordinary shareholders of the company registered with CSDCC Shenzhen Branch at the closing of the afternoon of the equity registration day
All shareholders have the right to attend the general meeting of shareholders and may entrust agents to attend the meeting and attend the meeting in writing
Resolved that the proxy need not be a shareholder of the company.
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company;
4. Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
(VIII) venue of on-site meeting: building 21, Beijing Centergate Technologies (Holding) Co.Ltd(000931) Software Park, No. 8, Dongbeiwang West Road, Haidian District, Beijing
Venustech Group Inc(002439) building company meeting room
2、 Matters considered at the meeting
(I) proposals considered at the meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary √
2.00 proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022 √
3.00 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive √
(II) information disclosure
The newspapers designated for the company’s information disclosure are: securities times, China Securities News and Securities Daily; Specify web site as:
Http / / www.cninfo.com http://www.cn.info.com.cn. 。 Please refer to the above information disclosure for details of the above proposal
The 27th (Interim) meeting of the Fourth Board of directors of Venustech Group Inc(002439) the media
Announcement of resolution of deliberation.
(III) other instructions
1. The above-mentioned proposals are special resolutions and should be represented by shareholders (including shareholders) attending the general meeting of shareholders
More than 2 / 3 of the voting rights held by the manager) are passed;
2. The above-mentioned proposals are major issues affecting the interests of small and medium-sized investors, and the shareholders’ meeting will focus on small and medium-sized investors
The voting results of investors (other than directors, supervisors, senior managers of listed companies and shareholders who individually or jointly hold more than 5% of the shares of the company) shall be counted separately;
3. Mr. Zhang Hongliang, an independent director, as the soliciter, solicited voting rights from all shareholders of the company for the proposals considered at the general meeting of shareholders. For details, please refer to cninfo.com.cn on March 2, 2022 Announcement on public solicitation of entrusted voting rights by independent directors disclosed.
3、 Meeting registration and other matters
(I) registration method:
1. Individual shareholders shall register with the Securities Department of the company with their shareholder account card and ID card; If a proxy is entrusted to attend the meeting, the proxy shall go through the registration formalities at the Securities Department of the company with the shareholder’s account card, the valid identity certificate of the shareholder, the power of attorney of the shareholder and the valid identity certificate of the proxy.
2. The legal representative or the agent entrusted by the legal representative shall attend the meeting.
If the legal representative attends the meeting, he shall go through the registration formalities at the Securities Department of the company with a copy of the business license (with official seal), the ID card of the attendee and the shareholder account card; If the agent entrusted by the legal representative attends the meeting, he shall go through the registration formalities at the Securities Department of the company with a copy of the business license (with official seal), the power of attorney of the legal person, the agent’s ID card and the shareholder’s account card;
3. Distant or remote shareholders can register by letter or fax. The letter or fax must indicate the contact information and must be delivered to the Securities Department of the company before 17:00 p.m. on March 16.
(II) registration time: 9:30-11:30 a.m. and 13:30-17:00 p.m. on March 16, 2022;
(III) place of registration and place of delivery of power of attorney: see the contact information of the meeting for details.
(IV) precautions: shareholders and shareholders’ agents attending the meeting should bring the original of relevant certificates to the meeting. 4、 Specific operation process of participating in online voting
This general meeting of shareholders provides shareholders with a voting platform in the form of network. Shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet system（ http://wltp.cn.info.com.cn. ）Vote. See Annex 1 for the specific operation process of online voting.
5、 Other matters
(I) meeting contact information
Tel: 01082779006
Contact Fax: 01082779010
Contact address: building Venustech Group Inc(002439) of building 21, Beijing Centergate Technologies (Holding) Co.Ltd(000931) Software Park, No. 8, Dongbeiwang West Road, Haidian District, Beijing
Postal Code: 100193
Contact: Liu Jing, Li Hong
(II) all expenses of shareholders attending the meeting shall be borne by themselves.
(III) during online voting, if the voting system is affected by major emergencies, the progress of this meeting will be notified separately.
6、 Documents for future reference
Resolution of the 27th (Interim) meeting of Venustech Group Inc(002439) the 4th board of directors.
It is hereby announced.
Venustech Group Inc(002439) board of directors March 2, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting:
1. The voting code of ordinary shares is “362439”, and the voting is referred to as “Qiming voting”.
2. Fill in voting opinions:
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
3. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange:
1. Voting time: trading time on March 22, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Procedures for voting through the Internet voting system of Shenzhen Stock Exchange:
1. The Internet voting system starts voting at 9:15 a.m. on March 22, 2022 and ends at 15:00 p.m. on March 22, 2022.
2. Shareholders who conduct online voting through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
Power of attorney
I hereby authorize Ms. / Mr. to attend Venustech Group Inc(002439) Information Technology Conference on behalf of my unit (myself)
The first extraordinary general meeting of shareholders of Group Co., Ltd. in 2022. The trustee has the right to act in accordance with this power of attorney
To vote on the matters to be considered at the general meeting of shareholders and sign on behalf of the general meeting of shareholders
Signed relevant documents.
The validity period of this power of attorney is from the date of signing this power of attorney to the conclusion of this shareholders’ meeting
Until the end of the beam.
The instructions of the client to the trustee are as follows:
remarks
The proposal should be printed in this column
The column marked with the name of the coding proposal agrees to object to the waiver
vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 about the company’s restricted stock incentive plan in 2022 (Draft) and its summary √
Proposal for
Assessment management office on the implementation of the company’s restricted stock incentive plan in 2022 √
two
Bill on the law of the people’s Republic of China
Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive √
3.00 case
The instructions given by the trustor to the trustee shall be in the form of “consent”, “objection” and “waiver”
