Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022015 Venustech Group Inc(002439)
Announcement of the resolution of the 24th Meeting of the 4th board of supervisors
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 24th Meeting of the 4th board of supervisors was held in the conference room of the company on April 6, 2022. The meeting notice and meeting materials were notified to all supervisors by e-mail on March 25, 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. There was no entrusted attendance or absence. The meeting was presided over by Ms. Wang Haiying, chairman of the board of supervisors. The meeting was in compliance with relevant laws, administrative regulations, normative documents and the Venustech Group Inc(002439) articles of Association (hereinafter referred to as the “articles of association”). After careful examination and voting by the supervisors present at the meeting, the resolutions are as follows: 1. The meeting deliberated and adopted the proposal on the company’s work report of the board of supervisors in 2021 by 3 votes in favor, 0 against and 0 abstention
After deliberation by the supervisors present at the meeting, the work report of the board of supervisors in 2021 was approved.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The meeting deliberated and adopted the proposal on the company’s financial final statement report in 2021 with 3 affirmative votes, 0 negative votes and 0 abstention
After deliberation by the supervisors present at the meeting, they agreed to the company’s financial statement report for 2021.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The meeting deliberated and adopted the proposal on write off of bad debts with 3 affirmative votes, 0 negative votes and 0 abstention
After verification, the company has sufficient basis for the write off of bad debts, standardized decision-making procedures, in line with the relevant provisions of the accounting standards for business enterprises, the stock listing rules of Shenzhen Stock Exchange and the articles of association, can truly reflect the company’s financial status and operating results, is in line with the overall interests of the company and does not damage the legitimate rights and interests of minority shareholders. We agree to the write off of bad debts.
4、 The meeting deliberated and adopted the proposal on the company’s 2021 annual report and its summary with 3 affirmative votes, 0 negative votes and 0 abstention votes
After review, the board of supervisors believes that the procedures for the preparation and review of the 2021 annual report of the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The meeting deliberated and adopted the proposal on profit distribution of the company in 2021 with 3 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the supervisors attending the meeting, the profit distribution proposal of the company in 2021 was approved. The profit distribution proposal of the company in 2021 is in line with the current actual situation of the company, conducive to the sustainable, stable and healthy development of the company, and safeguarding the interests of investors, especially small and medium-sized investors.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The meeting deliberated and adopted the proposal on renewing the appointment of the company’s audit institution in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the supervisors attending the meeting, ShineWing Certified Public Accountants (special general partnership), as the company’s audit institution in 2021, has rigorously and seriously completed various audit work entrusted by the company in the process of providing audit services for the company, and the audit report issued objectively, truly and completely reflects the company’s financial status and operating results. In order to maintain the continuity of the company’s audit work, the company agrees to renew ShineWing as the company’s audit institution in 2022 for one year.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 The meeting deliberated and adopted the proposal on the company’s internal control evaluation report in 2021 by 3 votes in favor, 0 against and 0 abstention
According to the provisions of the Listing Rules of Shenzhen Stock Exchange, the supervisors attending the meeting considered that the company has established a control system in terms of internal environment, risk identification and prevention, control activities, information and communication, inspection and evaluation, etc; In line with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on internal control, the relevant internal control systems established by the company can be effectively implemented, ensure the normal operation of the company, and play an effective role in preventing and controlling risks in operation and management.
8、 The meeting deliberated and adopted the proposal on the remuneration distribution plan of supervisors with 3 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the supervisors present at the meeting, the board of supervisors agreed to the actual salary plan of the company’s supervisors in 2021, which is as follows:
Name and Title: income received from the company (10000 yuan)
Wang Haiying, supervisor 54.21
Zhang Miao, supervisor 59.43
Tian zhanxue supervisor 32.07
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
9、 The meeting deliberated and adopted the proposal on the use of self owned idle funds for investment and financial management by 3 votes in favor, 0 against and 0 abstention
After careful review, the board of supervisors believes that the company is in good operation and stable financial condition. On the premise of ensuring liquidity and capital safety, the company and its subsidiaries use some of their own idle funds to invest and finance by purchasing financial products, which is conducive to improving the efficiency of capital use, making rational use of their own idle funds and increasing the company’s income on the premise of controlling risks, and will not have an adverse impact on the company’s operation, Do not harm the interests of the company and all shareholders, especially the minority shareholders. Therefore, the board of supervisors agreed that the company and its subsidiaries use their own idle funds with a maximum amount of 1.5 billion yuan to purchase financial products for investment and financial management.
10、 The meeting deliberated and adopted the proposal on the general election of the board of supervisors with 3 affirmative votes, 0 negative votes and 0 abstention
Considering that the term of office of the Fourth Board of supervisors of the company is about to expire, the supervisors attending the meeting agreed to nominate Zhang Miao and Tian zhanxue as candidates for supervisors of the Fifth Board of supervisors of the company. (the resumes of the above candidates for supervisors are shown in Annex I).
The company promises that the number of supervisors who have served as directors or senior managers of the company in the past two years does not exceed half of the total number of supervisors of the company; The number of supervisors nominated by a single shareholder does not exceed half of the total number of supervisors of the company.
This proposal adopts the cumulative voting system and votes on each supervisor candidate item by item. If the above candidates for supervisors are elected and approved by the general meeting of shareholders, they will form the Fifth Board of supervisors of the company together with the employee representative supervisors.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
11、 The meeting voted 3 in favor, 0 against and 0 abstention, The proposal on Revising Venustech Group Inc(002439) phase III ESOP (Draft) and abstract was reviewed and approved. The board of supervisors held that the revision of the company’s ESOP was in line with the guidance on the pilot implementation of ESOP by listed companies, the guidance on self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant laws According to the relevant provisions of the laws and regulations, there is no situation that damages the interests of the company and all shareholders.
12、 The meeting considered and adopted the proposal on Amending the measures for the administration of Venustech Group Inc(002439) phase III employee stock ownership plan with 3 affirmative votes, 0 negative votes and 0 abstention
The board of supervisors believes that the content revision of the management measures of the company’s employee stock ownership plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association, The purpose is to ensure the better implementation of the employee stock ownership plan, ensure the smooth implementation of the employee stock ownership plan, which is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
It is hereby announced.
Venustech Group Inc(002439) board of supervisors April 8, 2022 Annex I: resume of candidates for the fifth session of supervisors
Ms. Zhang Miao, born in August 1977, Chinese nationality, without permanent residency abroad. In 2000, he joined Saite group and engaged in information management. He has successively served as the product promotion specialist of the information security division of Lenovo Group, the procurement manager and Senior Supply Chain Manager of Lenovo Wangyu Technology (Beijing) Co., Ltd., the director and vice president of human resources of Beijing Wangyu Nebula information technology Co., Ltd., the current Vice President of Obg and the current supervisor of the company. In addition to participating in the company’s employee stock ownership plan, Ms. Zhang Miao does not hold the company’s shares and has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. Ms. Zhang Miao is not under the following circumstances: (1) the company law stipulates that she shall not serve as a director, supervisor or senior manager; (2) The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative penalty imposed by the CSRC within the last 36 months; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations. It does not belong to “dishonest Executees” after inquiry in the directory of dishonest Executees on the website of the Supreme People’s court. Mr. Tian zhanxue, born in February 1966, Chinese nationality, has no right of permanent residence abroad. He has successively served as geological engineer, computer programmer and network engineer of Shougang Geological Exploration Institute, Venustech Group Inc(002439) product after-sales service engineer and department manager of service support department. Currently, he is the Deputy Secretary of the Venustech Group Inc(002439) Party committee, member of the Party committee and member of the Discipline Inspection Committee. At present, he is the supervisor of the company. In addition to participating in the company’s employee stock ownership plan, Mr. Tian zhanxue does not hold the company’s shares and has no relationship with shareholders holding more than 5% of the company’s shares, actual controllers, other directors, supervisors and senior managers of the company. Mr. Tian zhanxue is not under the following circumstances: (1) the company law stipulates that he shall not serve as a director, supervisor or senior manager; (2) The market entry prohibition measures taken by the CSRC not to serve as directors, supervisors and senior managers of listed companies have not expired; (3) Being publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; (4) Administrative penalty imposed by the CSRC within the last 36 months; (5) Being publicly condemned or criticized by the stock exchange for more than three times in the last 36 months; (6) Being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by China Securities Regulatory Commission for suspected violations of laws and regulations. It does not belong to “dishonest Executees” after inquiry in the directory of dishonest Executees on the website of the Supreme People’s court.
