Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022020 Venustech Group Inc(002439)
Announcement on Revising the company's third phase employee stock ownership plan and management measures
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.
1、 Basic information about the company's third employee stock ownership plan
The company held the 15th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors on September 22, 2020, and the second extraordinary general meeting of shareholders in 2020 on October 15, 2020. The proposal on Venustech Group Inc(002439) the third phase of employee stock ownership plan (Draft) and summary) and relevant proposals were reviewed and approved, and the company was approved to implement the third phase of employee stock ownership plan. For details, please refer to securities times, China Securities Journal and cninfo.com on September 23, 2020 and October 16, 2020（ http://www.cn.info.com.cn. ）Announcements on.
On October 26, 2020, the company received the confirmation of securities transfer registration issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The repurchased shares held in the " Venustech Group Inc(002439) repurchase special securities account" opened by the company have been transferred to the special account of " Venustech Group Inc(002439) - phase III Employee Stock Ownership Plan" non tradably on October 23, 2020. The number of transferred shares is 4125184, accounting for 0.44% of the total share capital of the company. See the details published in the securities times, China Securities News and cninfo on October 27, 2020（ http://www.cn.info.com.cn. ）Announcements on.
2、 Revision of the company's third employee stock ownership plan
In order to ensure the better implementation of the employee stock ownership plan, combined with the actual situation of the third phase of the employee stock ownership plan, the board of directors of the company plans to add the equity disposal method of "non transaction transfer" in the third phase of the employee stock ownership plan, and revise the third phase of the employee stock ownership plan and management measures accordingly. The specific revisions of the third phase of the employee stock ownership plan are as follows:
(1) Revise the content of "the management committee performs the following duties":
Before and after revision
(1) Convene and preside over the shareholders' meeting; (1) Convene and preside over the shareholders' meeting; (2) (2) open securities accounts, gold accounts and other relevant accounts for the ESOP; Capital account and other relevant accounts;
(3) Supervise the ESOP on behalf of all holders (3) supervise the daily management of ESOP on behalf of all holders; Daily management of planning;
(4) On behalf of all holders and the ESOP Bank (4) on behalf of all holders and the ESOP, enable the shareholders corresponding to the ESOP assets to exercise the shareholders' rights corresponding to the ESOP assets; right;
(5) Formulate and implement the employee stock ownership plan during the duration (5) formulate and implement the employee stock ownership plan, participate in the company's share allotment, additional issuance or issuance of convertible bonds during the duration, and participate in the company's share allotment, additional issuance or issuance of convertible refinancing during the duration; Plans for refinancing matters such as debt;
(6) (6) sign relevant agreements and contracts on behalf of all holders and outside the employee stock ownership plan; Sign relevant agreements and contracts with foreign parties;
(7) Decide that the plan holder is responsible for the employee stock ownership plan (7) decide the disqualification, planned liquidation and property distribution of the plan holder; Share recovery, undertaking and cashing of corresponding income (8) handle the distribution of corresponding shares and corresponding underlying shares in case of resignation, disqualification and exclusion of the holder, and be responsible for the liquidation of the employee stock ownership plan and property inheritance;
Disposal of; (8) Handle matters related to non trading transfer of shares (9) adjust the property of the shareholding plan according to the management measures;
Disposal; (9) Handle other duties granted by the holder's meeting in case of resignation and non-compliance in assessment (10). Disposal of corresponding shares and corresponding underlying shares in case of qualification, inheritance, etc;
(10) Dispose of the property of the shareholding plan according to the management measures;
(11) Other duties conferred by the shareholders' meeting.
(2) Revise the part of "no change or partial change of the rights and interests held by the holder":
Before and after revision
(VII) after the expiration of the lock up period, after meeting the agreed unlocking conditions (VII) after the expiration of the lock up period and meeting the agreed unlocking conditions, the management committee shall choose the opportunity to sell the unlocked target shares according to the authorization of the holders' meeting, and the management committee shall choose the opportunity to sell the unlocked target shares according to the authorization of the holders' meeting, The income cash assets or other distributable income cash assets or other distributable income shall be distributed according to the income of the plan attributable to the holder after deducting the corresponding taxes. Distribute the plan shares to the holders; Or, upon the application of the holder, handle the relevant procedures for the non trading transfer of the corresponding underlying shares from the ESOP securities account to the holder's personal securities account.
(3) Revise the content of "disposal of rights and interests after the expiration of the employee stock ownership plan":
Before and after revision
(II) when the duration of the current employee stock ownership plan expires (II) when the duration of the current employee stock ownership plan expires or terminates in advance, the management committee shall, according to the authorization of the holder's meeting, after deducting relevant taxes according to law, and after deducting relevant taxes according to law according to the authorization of the person's meeting, The liquidation shall be completed within 30 working days from the date of expiration or termination, and the liquidation shall be completed according to the shares held by the holder, and the cash distribution shall be made according to the shares held by the holder.
Allocation.
Except for the above amendments, other contents of the employee stock ownership plan remain unchanged. The company revised some contents related to the above statements in the summary of the company's third phase employee stock ownership plan (Draft) and the measures for the management of the company's third phase employee stock ownership plan at the same time. The updated "the company's third phase employee stock ownership plan (Draft)" (Revised Version) and related documents are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
3、 Review procedure
On April 6, 2022, the company organized and held the general meeting of the holders of the employee stock ownership plan. With the consent of more than 2 / 3 of the shares held by the holders attending the general meeting, the general meeting of the holders deliberated and approved the amendments to the employee stock ownership plan and management measures.
On April 6, 2022, the 28th meeting of the 4th board of directors of the company deliberated and approved the proposal on Revising the Venustech Group Inc(002439) third phase employee stock ownership plan (Draft) and abstract and the proposal on Revising the management measures of Venustech Group Inc(002439) third phase employee stock ownership plan ". See the announcement on the resolution of the 28th meeting of the 4th board of directors of Venustech Group Inc(002439) for details (2022013).
On April 6, 2022, the 24th Meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on Revising the Venustech Group Inc(002439) third phase ESOP (Draft) and abstract and the proposal on Revising the measures for the administration of Venustech Group Inc(002439) third phase ESOP (2022015). See the announcement on the resolution of the 24th Meeting of the 4th board of supervisors of Venustech Group Inc(002439) for details.
The independent directors of the company have expressed their independent opinions on the revised plan of the employee stock ownership plan and its summary. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
It is hereby announced.
Venustech Group Inc(002439) board of directors April 8, 2022
