Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439)
Statement of independent director nominee
The nominee Venustech Group Inc(002439) board of Directors hereby makes a public statement on nominating Zhang Xiaoting as a candidate for independent director of Venustech Group Inc(002439) the 5th board of directors. The nominee has agreed in writing to be an independent director candidate of Venustech Group Inc(002439) the 5th board of directors. This nomination is made after fully understanding the nominee’s occupation, educational background, professional qualification, detailed work experience and all part-time jobs. The nominee believes that the nominee meets the requirements of relevant laws, administrative regulations, departmental rules, normative documents and business rules of Shenzhen Stock Exchange on the qualification and independence of independent director candidates. The specific statements are as follows: 1 The nominee is not allowed to serve 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、 The nominees meet the qualifications and conditions of independent directors stipulated in the rules for independent directors of listed companies of the CSRC.
√ yes □ no
3、 The nominees meet the conditions for the appointment of independent directors as stipulated in the articles of association.
√ yes □ no
4、 The nominee has participated in the training and obtained relevant certificates recognized by the stock exchange.
√ yes □ no
5、 The appointment of the nominee as an independent director will not violate the relevant provisions of the civil servant law of the people’s Republic of China.
√ yes □ no
6、 The nominee’s appointment as an independent director will not violate the relevant provisions of the notice on regulating the central management cadres to resign from public office or serve as independent directors and independent supervisors of listed companies and fund management companies after retirement (retirement) issued by the CPC Central Commission for Discipline Inspection.
√ yes □ no
7、 The appointment of the nominee as an independent director will not violate the relevant provisions of the opinions on further regulating 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、 The appointment of the nominee as an independent director 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、 The nominee’s appointment as an independent director 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、 The appointment of the nominee as an independent director will not violate the relevant provisions of the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies of the CSRC.
√ yes □ no
11、 The appointment of the nominee as an independent director 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、 The nominee’s appointment as an independent director 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, the nominee 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、 The nominee has the basic knowledge related to the operation of listed companies, is familiar with relevant laws, administrative regulations, departmental rules, normative documents and the business rules of Shenzhen Stock Exchange, and has more than five years of working experience necessary to perform the duties of independent directors.
√ yes □ no
15、 The nominees, their immediate family members and their main social relations do not work in the company and its subsidiaries.
√ yes □ no
16、 The nominees and their 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、 The nominees and their 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、 The nominees and their immediate family members do not work in the controlling shareholder, actual controller and affiliated enterprises of the company.
√ yes □ no
19、 The nominee is not a person who provides financial, legal and consulting 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、 The nominees do not work in the units with significant business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, nor in the controlling shareholder units with significant business dealings.
√ yes □ no
21、 The nominee does not have any of the circumstances listed in the preceding six items in the last 12 months.
√ yes □ no
22、 The nominee is not a person who has been banned from entering the securities market by the CSRC and the time limit has not expired.
√ yes □ no
23、 The nominee is not a person who is 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、 The nominee is not a person who has been subject to criminal punishment by the judicial organ or administrative punishment by the CSRC for securities and Futures Crimes in the past 36 months. √ yes □ no
25、 The nominees have not been publicly condemned or criticized by the stock exchange for more than three times in the past 36 months.
√ yes □ no
26、 The nominee has not been identified by the national development and Reform Commission and other ministries and commissions as the object of punishment for dishonesty, and has not been restricted from holding the post of director of a listed company.
√ yes □ no
27、 The nominee is not an independent director who has 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. The nominee is proposed by the board of directors to be replaced by the general meeting of shareholders for less than 12 months.
√ yes □ no □ not applicable
28、 Including the company, the number of domestic and foreign listed companies whose nominees concurrently serve as independent directors shall not exceed 5.
√ yes □ no
29、 The nominee has served as an independent director of the company for no more than six consecutive years.
√ yes □ no
30、 The nominee has urged the board of directors of the company to publicize the detailed information of the nominee’s occupation, education, professional qualification, detailed work experience, all part-time jobs and so on.
√ yes □ no
31、 During the past period of serving as an independent director, the nominee did not personally attend the board meeting of the listed company for two consecutive times.
√ yes □ no □ not applicable
32、 During the past period when the nominee served as an independent director, there was no case that the number of times that the nominee did not personally attend the meetings of the board of directors of the listed company for 12 consecutive months exceeded half of the total number of meetings of the board of directors during that period.
√ yes □ no □ not applicable
In the last three years, the nominees shall attend 10 meetings of the board of directors during the term of office of the listed company nominated this time and fail to attend 0 meetings. (non attendance means not attending in person and not entrusting others) 33. During the past period when the nominee served as an independent director, there was no case that the independent director’s opinions were not expressed in accordance with the regulations or the independent opinions expressed were proved to be obviously inconsistent with the facts.
√ yes □ no □ not applicable
34、 The nominees have not been punished by other relevant departments other than the CSRC in the last 36 months.
√ yes □ no
35、 The nominee does not serve as a director, supervisor or senior manager in more than five companies at the same time.
√ yes □ no
36、 The nominees are not removed by the listed company before the expiration of the term of office of the independent directors in the past.
√ yes □ no □ not applicable
37、 The nominee has no other circumstances that affect the integrity and diligence of independent directors.
√ yes □ no
The nominee warrants that the above statement is true, accurate and complete without false records, misleading statements or major omissions; Otherwise, the nominee is willing to bear the legal liability arising therefrom and accept the self-discipline supervision measures or disciplinary sanctions of Shenzhen Stock Exchange. The nominee authorizes the Secretary of the board of directors of the company to enter and submit the contents of this statement to the Shenzhen Stock Exchange or make an announcement through the main board business area of Shenzhen Stock Exchange. The above acts of the Secretary of the board of directors are regarded as the acts of the nominee, and the nominee shall bear the corresponding legal responsibilities.
Nominee (seal): Venustech Group Inc(002439) board of directors
Date: April 6, 2022
