Statement of independent director candidates
The declarant Zhang Xiaoting, as a candidate for independent director of Venustech Group Inc(002439) the 5th board of directors, hereby publicly declares and guarantees that there is no relationship between me and the company that affects my independence, and that it meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange on the qualification and independence of independent director candidates. The specific statements are as follows: 1 I am not prohibited from serving as a director of the company in accordance with Article 146 of the company law of the people’s Republic of China.
√ yes □ no
2、 I meet the qualifications and conditions of independent directors stipulated in the rules for independent directors of listed companies of the CSRC.
√ yes □ no
3、 I am qualified for the appointment of an independent director as stipulated in the articles of association of the company.
√ yes □ no
4、 I have participated in the training and obtained the relevant certificate of the stock exchange.
√ yes □ no
5、 As an independent director, I will not violate the relevant provisions of the civil servant law of the people’s Republic of China.
√ yes □ no
6、 As an independent director, I will not violate the relevant provisions of the notice on standardizing the resignation of central management cadres from public office or serving as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement) issued by the Central Commission for Discipline Inspection of the Communist Party of China.
√ yes □ no
7、 As an independent director, I will not violate the relevant provisions of the opinions on further standardizing the part-time (tenure) of Party and government leading cadres in enterprises issued by the Organization Department of the CPC Central Committee.
√ yes □ no
8、 As an independent director, I will not violate the relevant provisions of the opinions on strengthening the anti-corruption construction of colleges and universities issued by the CPC Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision.
√ yes □ no
9、 As an independent director, I will not violate the relevant provisions of the guidelines on the system of independent directors and external supervisors of joint-stock commercial banks issued by the people’s Bank of China.
√ yes □ no
10、 As an independent director, I will not violate the relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies issued by the CSRC. √ yes □ no
11、 As an independent director, I will not violate the relevant provisions of the measures for the administration of the qualifications of directors (directors) and senior managers of banking financial institutions and the Interim Measures for the administration of the qualifications of directors, supervisors and senior managers of financing guarantee companies issued by the CBRC.
√ yes □ no
12、 As an independent director, I will not violate the relevant provisions of the regulations on the administration of the qualifications of directors, supervisors and senior managers of insurance companies and the Interim Measures for the administration of independent directors of insurance companies issued by the CIRC.
√ yes □ no
13、 As an independent director, I will not violate other laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and other relevant provisions on the qualification of independent directors.
√ yes □ no
14、 I have the basic knowledge related to the operation of listed companies, be familiar with relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange, and have more than five years of working experience necessary to perform the duties of independent directors.
√ yes □ no
15、 I, my immediate family members and major social relations do not work in the company and its subsidiaries.
√ yes □ no
16、 I and my immediate family members are not shareholders who directly or indirectly hold more than 1% of the issued shares of the company, nor are they natural person shareholders among the top ten shareholders of the listed company.
√ yes □ no
17、 I and my immediate family members do not work in the shareholder units that directly or indirectly hold more than 5% of the issued shares of the company, nor in the top five shareholder units of the listed company.
√ yes □ no
18、 I and my immediate family members do not work in the controlling shareholder, actual controller and affiliated enterprises of the company.
√ yes □ no
19、 I am not a person who provides financial, legal, consulting and other services for the company, its controlling shareholders, actual controllers or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, persons signing the report, partners and main principals.
√ yes □ no
20、 I do not work in the unit with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, nor in the controlling shareholder unit with significant business dealings.
√ yes □ no
21、 I do not have any of the situations listed in the preceding six items in the last 12 months.
√ yes □ no
22、 I am not a person who has been banned from entering the securities market by the CSRC and the period has not expired.
√ yes □ no
23、 I am not a person who has been publicly recognized by the stock exchange as unfit to serve as a director, supervisor and senior manager of a listed company and whose term has not expired. √ yes □ no
24、 I am not a person who has been subject to criminal punishment by judicial organs or administrative punishment by CSRC for securities and Futures Crimes in the past 36 months.
√ yes □ no
25、 I have not been publicly condemned or criticized by the stock exchange for more than three times in the past 36 months.
√ yes □ no
26、 I have not been identified and restricted by the national development and Reform Commission and other ministries and commissions from holding the post of director of a listed company because I am the object of punishment for dishonesty.
√ yes □ no
27、 I am not an independent director in the past. I have not attended the board meeting in person for three consecutive times or failed to attend the board meeting in person for two consecutive times and did not entrust other directors to attend the board meeting. I have been proposed by the board of directors to the general meeting of shareholders for replacement for less than 12 months.
√ yes □ no □ not applicable
28、 Including the company, the number of domestic and foreign listed companies in which I am also an independent director shall not exceed 5.
√ yes □ no
29、 I have been an independent director of the company for less than six years.
√ yes □ no
30、 I have entrusted the board of directors of the company to publicize the detailed information of my occupation, educational background, professional qualification, detailed work experience, all part-time jobs and so on in accordance with the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board.
√ yes □ no
31、 During my past tenure as an independent director, I did not fail to attend the board meeting of the listed company in person for two consecutive times.
√ yes □ no □ not applicable
32、 During my past tenure as an independent director, there was no case that the number of times I did not personally attend the board meetings of the listed company for 12 consecutive months exceeded half of the total number of board meetings during that period.
√ yes □ no □ not applicable
In the last three years, I shall attend 10 meetings of the board of directors during my tenure in all listed companies, and I have not attended 0 meetings. (non attendance means not attending in person and not entrusting others) 33. During my previous tenure as an independent director, I did not express the opinions of independent directors in accordance with the regulations or the independent opinions expressed were proved to be obviously inconsistent with the facts.
√ yes □ no □ not applicable
34、 I have not been punished by other relevant departments other than the CSRC in the last 36 months.
√ yes □ no
35、 I am not a director, supervisor or senior manager of more than five companies at the same time.
√ yes □ no
36、 I have not been removed from office by a listed company before the expiration of my previous independent director’s term of office.
√ yes □ no □ not applicable
37、 I have no other circumstances that affect the integrity and diligence of independent directors.
√ yes □ no
Zhang Xiaoting is fully aware of the responsibilities of independent directors and guarantees that the above statement is true, accurate and complete without false records, misleading statements or major omissions; Otherwise, I am willing to bear the legal liability arising therefrom and accept the self-discipline supervision measures or disciplinary measures of Shenzhen Stock Exchange. When I am an independent director of the company, I will strictly abide by the relevant regulations of the CSRC and Shenzhen Stock Exchange, ensure that I have enough time and energy to perform my duties diligently and make independent judgment, and will not be affected by the main shareholders, actual controllers or other units or individuals with interests in the company. During my tenure as an independent director of the company, if I fail to meet the qualification of an independent director, I will report to the board of directors of the company in time and resign as an independent director of the company as soon as possible.
I authorize the Secretary of the board of directors of the company to enter and submit the contents of this statement and other information related to me through the business area of the main board of Shenzhen Stock Exchange to Shenzhen Stock Exchange or make an announcement to the public. The above acts of the Secretary of the board of directors are regarded as my own acts, and I shall bear the corresponding legal liabilities.
Declarant: Zhang Xiaoting (signature)
Date: April 6, 2022
