Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022005 Venustech Group Inc(002439)
The resolution of the 23rd (Interim) meeting of the 4th board of supervisors announced that the company and all members of the board of supervisors 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 23rd (temporary) meeting of the 4th board of supervisors was held in the company’s conference room on March 1, 2022. The notice and meeting materials of this meeting have been notified to all supervisors by e-mail and fax on February 23, 2022. There were 3 supervisors who should attend the meeting of the board of supervisors, and 3 supervisors actually attended the meeting. All supervisors attended the meeting in person without entrustment or absence. The meeting was presided over by Ms. Wang Haiying, chairman of the board of supervisors of the company. The notice, convening and the number of supervisors 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 supervisors present at the meeting, the following resolutions are formed:
1、 The meeting deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) in 2022 and its summary with 3 affirmative votes, 0 negative votes and 0 abstention
After deliberation, the board of supervisors believes that the contents of this incentive plan comply with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies and other relevant laws, regulations, departmental rules and normative documents. The implementation of this incentive plan will be conducive to the sustainable development of the company, and there will be no damage to the interests of the company and all shareholders.
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.
For details of the Venustech Group Inc(002439) 2022 restricted stock incentive plan (Draft) and its abstract, please refer to the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.).
2、 The meeting deliberated and adopted the proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 by 3 votes in favor, 0 against and 0 abstention
After deliberation, the board of supervisors believes that the company’s measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2022 conforms to the relevant national regulations and the actual situation of the company, can ensure the smooth implementation of the incentive plan, and will further improve the corporate governance structure and form a good and balanced value distribution system, The establishment of a benefit sharing and restraint mechanism between shareholders and the company’s employees is conducive to the sustainable development of the company, and there is no damage to the interests of the company and all shareholders.
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 deliberated and adopted the proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2022 by 3 votes in favor, 0 against and 0 abstention
After the preliminary review of the list of incentive objects to be granted for the first time, the board of supervisors believes that:
(1) The personnel listed in the list of incentive objects of the company’s equity incentive plan have the qualifications specified in the company law of the people’s Republic of China and other laws, regulations and normative documents and the articles of association.
(2) The incentive object does not have the situation that it is not allowed to be an incentive object as stipulated in Article 8 of the measures for the administration of equity incentive of listed companies:
① Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
② In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
③ Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
④ Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law of the people’s Republic of China;
⑤ Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
⑥ Other circumstances recognized by the CSRC.
(3) The persons listed in the list of incentive objects of this incentive plan meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and other documents, meet the incentive object scope specified in the company’s restricted stock incentive plan (Draft) 2022 and its abstract, and their subject qualification as the incentive object of this restricted stock incentive plan of the company is legal and effective.
The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the audit opinions on the list of incentive objects and the explanation of publicity five days before the shareholders’ meeting considers the equity incentive plan.
It is hereby announced.
Venustech Group Inc(002439) board of supervisors March 2, 2022
