Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022007 Venustech Group Inc(002439)
Announcement on public solicitation of entrusted voting rights by independent directors
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.
Important:
In accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Zhang Hongliang, an independent director of Venustech Group Inc(002439) Information Technology Group Co., Ltd. (hereinafter referred to as the “company” or the “company”), is entrusted by other independent directors as the collector, Solicit entrusted voting rights from all shareholders of the company on the relevant proposals of the 2022 restricted stock incentive plan (hereinafter referred to as the “incentive plan”) to be considered at the first extraordinary general meeting of shareholders in 2022 to be held on March 22, 2022.
China Securities Regulatory Commission, Shenzhen Stock Exchange and other government departments have not expressed any opinions on the authenticity, accuracy and completeness of the contents described in this report, and are not responsible for the contents of this report. Any statement to the contrary is a false statement.
1、 Statement of the collector
As the collector, I, Zhang Hongliang, prepared and signed this report (hereinafter referred to as “the report”) in accordance with the relevant provisions of the management measures and the entrustment of other independent directors to publicly solicit the entrusted voting rights from all shareholders of the company on the proposals related to equity incentive considered at the first extraordinary general meeting of the company in 2022. The collector guarantees that there are no false records, misleading statements or major omissions in this report, and shall bear separate and joint legal liabilities for its authenticity, accuracy and completeness; We guarantee that we will not use this solicitation of voting rights to engage in securities fraud activities such as insider trading and market manipulation.
The solicitation of entrusted voting rights is publicly conducted free of charge, and is conducted on the designated information disclosure media securities times, China Securities Journal, securities daily and the information disclosure website cninfo (http: / / www.cn. Info. Com. CN.) Make an announcement on the Internet.
The solicitation of voting rights by the soliciter has been approved by other independent directors. This solicitation is entirely based on the responsibilities of the soliciter as an independent director, and the information released is free of false records and misleading statements. The performance of this report does not violate or conflict with any provision of laws, regulations, the articles of association or the company’s internal system.
2、 Basic information of the company and matters of this solicitation
1. Basic information of the company
(1) Company name: Venustech Group Inc(002439)
(2) Stock abbreviation: Venustech Group Inc(002439)
(3) Stock Code: Venustech Group Inc(002439)
(4) Legal representative: Wang Jia
(5) Secretary of the board of directors: Jiang Peng
(6) Contact address: building Venustech Group Inc(002439) building, 21 Beijing Centergate Technologies (Holding) Co.Ltd(000931) Software Park, No. 8 Dongbeiwang West Road, Haidian District, Beijing
(7) Postal Code: 100193
(8) Tel: 01082779006
(9) Fax: 01082779010
(10) Internet address: www.venustech.com com. cn.
(11) Email: [email protected].
2. Solicitation matters
The collector solicits the entrusted voting rights from all shareholders of the company for the following proposals considered at the first extraordinary general meeting of shareholders in 2022:
Proposal 1: proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary; Proposal 2: proposal on the company’s measures for the assessment and management of the implementation of the restricted stock incentive plan in 2022;
Proposal 3: proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. 3、 Basic information of this shareholders’ meeting
For details on the convening of this general meeting of shareholders, please refer to the company’s website http://www.cn.info.com.cn The notice of Venustech Group Inc(002439) on convening the first extraordinary general meeting of shareholders in 2022 disclosed.
4、 Basic information of the recruiter
1. The current independent director of the company, Zhang Hongliang, was recruited for voting rights this time. His basic information is as follows: Mr. Zhang Hongliang, born in October 1974, is a Chinese nationality and has no permanent right of residence abroad. He has successively served as the accountant in charge of Hebei Baoxiang import and Export Group company and a teacher of Beijing Industrial and Commercial University. He is now a professor and Venustech Group Inc(002439) independent director of Beijing Industrial and Commercial University.
2. At present, the collector does not hold the company’s shares, has not been punished for securities violations, and has not been involved in major civil litigation or arbitration related to economic disputes.
3. The solicitor and its main immediate family members have not reached any agreement or arrangement on matters related to the equity of the company; As an independent director of the company, he has no interest relationship with the directors, senior managers, major shareholders and their affiliates of the company and with this solicitation.
5、 Solicitors’ voting on solicitation matters
As an independent director of the company, the recruiter attended the 27th (Interim) meeting of the Fourth Board of directors held on March 1, 2022, and made comments on the proposal on the company’s restricted stock incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the administration of the implementation of the company’s restricted stock incentive plan in 2022 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive voted in favor.
6、 Solicitation scheme
In accordance with the current laws, administrative regulations, normative documents and the articles of association of the company, the collector has formulated the scheme for the solicitation of voting rights. The specific contents are as follows:
(I) solicitation object: all shareholders of the company who have been registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and have gone through the registration procedures for attending the meeting as of the afternoon of March 15, 2022.
(II) collection time: from March 16, 2022 to March 17, 2022 (9:30-11:30 a.m. and 13:00-15:00 p.m.)
(III) solicitation method: it is published in the securities times, China Securities News, securities daily and cninfo (http: / / www.cn. Info. Com. CN.) An announcement was issued on the to solicit voting rights.
(IV) collection procedures and steps
1. If the solicitation object decides to entrust the soliciter to vote, it shall fill in the power of attorney for independent directors to solicit voting rights item by item according to the format and content determined in the annex to this report (hereinafter referred to as the “power of attorney”).
2. Sign the power of attorney and submit relevant documents as required. Submit the power of attorney and other relevant documents signed by myself to the Securities Department of the company entrusted by the collector; The Securities Department of the company shall sign and receive the power of attorney and other relevant documents for the collection of entrusted voting rights.
(1) If the entrusted voting shareholder is a legal person shareholder, it shall submit a copy of the business license of the legal person, the original certificate of legal representative, the original power of attorney and the shareholder account card; All documents provided by the legal person shareholder in accordance with this article shall be signed page by page by the legal representative and stamped with the official seal of the shareholder unit;
(2) If the shareholder who entrusts to vote is an individual shareholder, he / she shall submit a copy of his / her ID card, the original power of attorney and a copy of the shareholder’s account card;
(3) If the power of attorney is signed by another person authorized by the shareholder, the power of attorney shall be notarized by the notary organ and submitted together with the original power of attorney; The power of attorney signed by the shareholder himself or the legal representative of the shareholder unit does not need to be notarized.
3. After the entrusted voting shareholders have prepared relevant documents according to the requirements of point 2 above, they shall deliver the power of attorney and relevant documents by personal delivery, registered letter or express mail within the collection time, and deliver them at the address specified in this report; If registered mail or express mail is adopted, the date of receipt by the company shall be the date of delivery.
The designated address and addressee of the power of attorney and relevant documents delivered by the shareholder who entrusts to vote are:
Address: Venustech Group Inc(002439) building, 21 Beijing Centergate Technologies (Holding) Co.Ltd(000931) Software Park, No. 8 Dongbeiwang West Road, Haidian District, Beijing attention: Liu Jing
Tel: 01082779006
Fax: 01082779010
Postal Code: 100193
Please properly seal all the documents submitted, indicate the contact number and contact person of the shareholder entrusted to vote, and indicate “power of attorney for independent directors to solicit entrusted voting rights” in a prominent position.
4. The law firm witnessed the first extraordinary general meeting of shareholders in 2022, and the witness lawyer conducted formal review on the documents listed above submitted by legal person shareholders and natural person shareholders. The valid authorization confirmed by the audit will be submitted to the collector by the witness lawyer.
(V) after the documents submitted by the entrusted voting shareholders are delivered, the authorized entrustment that meets all the following conditions will be confirmed as valid:
1. The power of attorney and relevant documents have been delivered to the designated place in accordance with the requirements of the collection procedure of this report; 2. Submit the power of attorney and relevant documents within the solicitation time;
3. The shareholders have filled in and signed the power of attorney according to the format specified in the annex to this report, and the content of the authorization is clear, and the relevant documents submitted are complete and effective;
4. The power of attorney and relevant documents submitted are consistent with the contents recorded in the register of shareholders.
(VI) if the shareholder entrusts his / her voting rights to the soliciter repeatedly, but the contents of the authorization are different, the power of attorney signed by the shareholder last time is valid. If the signing time cannot be judged, the power of attorney received last is valid.
(VII) after the shareholder entrusts the voting right of the solicitation to the soliciter, the shareholder can attend the meeting in person or by proxy.
(VIII) in case of any of the following circumstances in the confirmed valid authorization, the collector may deal with it in accordance with the following methods:
1. After the shareholder entrusts the voting right of the solicitation matters to the solicitor, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will recognize that its authorization to the solicitor will automatically become invalid;
2. If the shareholder entrusts the voting right of the solicitation to someone other than the solicitor to register and attend the meeting, and expressly revokes the authorization to the solicitor in writing before the deadline of the registration of the on-site meeting, the solicitor will determine that its authorization to the solicitor will automatically become invalid;
3. The shareholders shall specify their voting instructions on the solicitation matters in the power of attorney submitted, and choose one of the consent, objection and waiver. If more than one is selected or not selected, the soliciter will deem its authorization invalid.
Soliciter: Zhang Hongliang March 2, 2022 Annex: power of attorney for public solicitation of voting rights of independent directors
enclosure:
Venustech Group Inc(002439)
Power of attorney for public solicitation of voting rights by independent directors
I / the company, as the principal, confirm that I / we have carefully read the full text of Venustech Group Inc(002439) announcement on public solicitation of entrusted voting rights of independent directors, Venustech Group Inc(002439) notice on convening the first extraordinary general meeting of the company in 2022 and other relevant documents prepared and announced by the collector for this solicitation of voting rights before signing this power of attorney, We have fully understood the relevant conditions of this solicitation of voting rights.
Before the registration of the on-site meeting, I / the company has the right to withdraw the authorization of the collector under this power of attorney or modify the content of this power of attorney at any time according to the procedures determined in the report on voting rights solicitation of independent directors.
As the authorized principal, I / the company hereby authorize Venustech Group Inc(002439) independent director Zhang Hongliang to attend the first extraordinary general meeting of shareholders in Venustech Group Inc(002439) 2022 as my / the company’s agent, and exercise the right to vote on the matters to be considered at the following meeting according to the instructions of this power of attorney.
My / our company’s voting opinions on this solicitation of voting rights:
No. voting content: Yes, no, abstention
About the company’s 2022 restricted stock incentive plan (Draft)
one
And its abstract
On the implementation of the company’s restricted stock incentive plan in 2022
two
Proposal on nuclear management measures
Proposal for the general meeting of shareholders to authorize the board of directors to handle equity incentive
three
Proposal on Relevant Issues
Note: the voting symbol of this power of attorney is “√”. Please choose to agree, oppose or abstain from the above deliberation items according to the opinions of the authorized client, and check in the corresponding form. Only one of the three can be selected. If more than one item is selected or not selected, it will be deemed that the authorized client abstains from voting on the deliberation items.
Signature (seal) of the client:
ID number or business license registration mark:
Shareholder’s securities account No.:
Number of shares held:
Signed on:
