Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022004 Venustech Group Inc(002439)
The 27th (Interim) meeting of the 4th board of directors announced that 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 27th (Interim) meeting of the Fourth Board of directors was held in the company’s conference room on March 1, 2022 in the form of on-site meeting and communication voting. The notice and meeting materials of this meeting have been notified to all directors by email and fax on February 23, 2022. There are 7 directors who should attend the meeting of the board of directors, and 7 directors actually attended the meeting. All directors attended the meeting in person. There was no entrusted attendance or absence. The meeting was presided over by Ms. Wang Jia, chairman of the company. The notice, convening and the number of directors participating in the voting of the meeting comply with the relevant laws, administrative regulations, normative documents and the articles of association. After careful examination and voting by the directors present at the meeting, the following resolutions are formed:
1、 The proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary was considered and adopted by 6 votes in favor, 0 against and 0 abstention. In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents and fully mobilize the enthusiasm of the company’s management team and key employees, Effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, so that all parties can pay common attention to the long-term development of the company. On the premise of fully protecting the interests of shareholders, the company shall, in accordance with the principle of equal benefits and contributions, in accordance with the relevant provisions of relevant laws and regulations and in combination with the actual situation of the company, The company has formulated the 2022 restricted stock incentive plan (Draft) and its summary.
The independent directors of the company expressed their independent opinions on the proposal.
Director Zhang Yuan is the incentive object of this incentive plan and avoids voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
Venustech Group Inc(002439) 2022 restricted stock incentive plan (Draft)
For details of the case and its abstract, please refer to the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.).
2、 The meeting adopted the proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022 with 6 affirmative votes, 0 negative votes and 0 abstention. In order to ensure the smooth implementation of the company’s restricted stock incentive plan in 2022 and the realization of the company’s development strategy and business objectives, in accordance with relevant laws In accordance with the provisions of laws and regulations and the actual situation of the company, the company hereby formulates the management measures for the implementation and assessment of restricted stock incentive plan in 2022.
The independent directors of the company expressed their independent opinions on the proposal.
Director Zhang Yuan is the incentive object of this incentive plan and avoids voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
The specific contents of the measures for the administration of the implementation and assessment of the incentive plan for restricted stocks in Venustech Group Inc(002439) 2022 are detailed in the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.).
3、 The meeting adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive with 6 affirmative votes, 0 negative votes and 0 abstention votes, and 1 related director avoided voting
In order to implement the company’s restricted stock incentive plan in 2022, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the restricted stock incentive plan in 2022:
1. Submit to the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the grant date of the restricted stock incentive plan;
(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares and the number of underlying shares involved in the restricted stock incentive plan in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting price or repurchase price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including signing the equity incentive grant agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the incentive object’s qualification and conditions for lifting the sales restriction, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive object can lift the sales restriction;
(7) Authorize the board of directors to handle all matters necessary for the incentive object to lift the sales restriction, including but not limited to applying to the stock exchange for lifting the sales restriction and applying to the registration and settlement company for handling relevant registration and settlement business; (8) Authorize the board of directors to handle the restricted stock sales that have not been lifted;
(9) Authorize the board of directors to handle the procedural procedures such as the change and termination of the incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to canceling the incentive object’s qualification for lifting the restriction on sales, repurchase and write off the restricted shares of the incentive object that have not been lifted, and handle the inheritance of the restricted shares of the deceased incentive object that have not been lifted, Terminate the company’s restricted stock incentive plan; However, if laws, regulations or relevant regulatory authorities require such changes and termination to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such resolutions of the board of directors must be approved accordingly;
(10) Authorize the board of directors to manage and adjust the company’s restricted stock plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(11) Authorize the board of directors to handle the registration of changes in registered capital and the amendment of the articles of association caused by equity incentives;
(12) Authorize the board of directors to implement other necessary matters required by the restricted stock incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant governments and institutions on this equity incentive plan; Sign, implement, modify and complete the documents submitted to relevant governments, institutions, organizations and individuals; And do all acts it deems necessary, appropriate or appropriate in connection with this incentive plan.
3. The general meeting of shareholders is requested to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.
4. The general meeting of shareholders of the company is requested to agree that the term of the above authorization is consistent with the validity of the restricted stock incentive plan in 2022.
Except for the matters that need to be passed by the resolution of the board of directors as specified in laws, administrative regulations, rules of the CSRC, normative documents, this equity incentive plan or the articles of association, other matters can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
Director Zhang Yuan is the incentive object of this incentive plan and avoids voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds (including) of the total number of effective voting shares held by shareholders attending the general meeting of shareholders.
4、 The meeting deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the directors attending the meeting, it is agreed that the board of directors shall convene the first extraordinary general meeting of shareholders in 2022. For details of the notice on convening the first extraordinary general meeting of shareholders in 2022, please refer to the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.) And securities times, China Securities Journal and Securities Daily. It is hereby announced.
Venustech Group Inc(002439) board of directors March 2, 2022
