Venustech Group Inc(002439) independent directors’ prior approval and independent opinions on matters related to the 28th meeting of the 4th board of directors
As an independent director of Venustech Group Inc(002439) (hereinafter referred to as the “company”), I hereby express my independent opinions on the relevant matters of the 28th meeting of the Fourth Board of directors as follows in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the standards for the governance of listed companies, the Venustech Group Inc(002439) articles of Association (hereinafter referred to as the “articles of association”) and the CSRC:
1、 Special instructions and independent opinions on the company’s external guarantees and the occupation of funds by related parties in 2021
We have carefully checked the company’s external guarantees and the occupation of funds by related parties in 2021, and now issue special instructions and independent opinions as follows:
During the reporting period, the accumulated external guarantee amount of the company and its holding subsidiaries was RMB 0, accounting for 0% of the company’s latest audited net assets; The actual guarantee amount is RMB 0, and the guarantee balance is RMB 0. All guarantees provided by the company for subsidiaries. The company and its holding subsidiaries do not have any overdue guarantee or litigation guarantee.
The company has formulated the management measures for external guarantee, implemented unified management for external guarantee, and stipulated the approval authority, decision-making procedures and management control during the guarantee period of external guarantee. The external guarantee shall be implemented in strict accordance with laws and regulations, the articles of association and other relevant provisions.
During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties.
2、 Independent opinions on the related party transactions of the company in 2021
After careful verification, we believe that the company’s daily connected transactions in 2021 are a market-oriented choice for the company’s normal operation and improving economic benefits, which is in line with the company’s actual business needs; The actual occurrence of the company’s daily related party transactions in 2021 is in line with the actual situation of the company. The related party transactions follow the principle of “fairness, impartiality and fairness”. The transaction matters comply with the market principle, the decision-making procedures are legal, and the transaction pricing is fair and reasonable. There is no damage to the interests of the company and other shareholders, especially the interests of minority shareholders.
3、 Independent opinions on the proposal on write off of bad debts
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、 Independent opinions on the proposal on profit distribution of the company in 2021
After verification, the 2021 profit distribution proposal of the company conforms to the company law, the articles of association and other relevant provisions, conforms to the current actual situation of the company, is conducive to the sustainable, stable and healthy development of the company, and protects the interests of investors, especially small and medium-sized investors. Therefore, we agree to the 2021 profit distribution proposal of the company.
5、 Independent opinions on the proposal on the company’s special report on the deposit and actual use of raised funds in 2021
After verification, the company’s special report on the deposit and actual use of raised funds in 2021 truthfully reflects the actual deposit and use of raised funds in 2021, complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, complies with the relevant provisions of the company’s raised funds management system, and there is no violation of the deposit and use of raised funds.
6、 Prior approval and independent opinions on the proposal on reappointment of the company’s audit institution in 2022
1. Prior approval opinion of independent directors: ShineWing Certified Public Accountants (special general partnership) has rich audit experience of listed companies and sufficient independence, professional competence and investor protection ability. In the process of providing financial and internal control audit services for the company in 2021, it has been diligent, independent, objective and fair to complete the audit work entrusted by the company, and the audit report issued is objective, true and fair It completely reflects the company’s financial situation and operating results, agrees to renew the appointment of ShineWing as the company’s audit institution in 2022, and submits the proposal to the company’s board of directors and the general meeting of shareholders for deliberation and decision.
2. Opinions of independent directors: the review procedures of the company’s proposed re employment of the audit institution comply with the provisions of relevant laws, regulations and the articles of association. ShineWing certified public accountants has the qualification for securities and futures related businesses, has many years of experience and ability to provide audit services for listed companies, can provide true and fair audit services for the company, and meet the requirements of the company’s financial and internal control audit in 2022. The company plans to continue to employ him as an audit institution, and there is no damage to the interests of the company and all shareholders. Therefore, the independent directors agreed to reappoint ShineWing as the company’s auditor in 2022.
7、 Independent opinions on the proposal on the company’s internal control evaluation report in 2021
According to the provisions of the Listing Rules of Shenzhen Stock Exchange, after verification, we believe that the existing internal control system of the company meets the requirements of national laws and regulations, meets the actual needs of the current production and operation of the company, and plays a better control and prevention role in all processes and key links of the company’s operation and management. The evaluation of the company’s internal control in 2021 is true and objective, and reflects the construction and operation of the company’s internal control system in all major aspects.
8、 Independent opinions on the proposal on Directors’ remuneration distribution plan
With the continuous development of the company, the workload of the company’s directors also increases. After verification, we believe that the formulation and adjustment of the company’s salary distribution plan for the above personnel are in line with the actual situation of the company, and the relevant decision-making procedures are fair, fair, legal and effective, taking into account the performance of directors’ duties and referring to the salary standards of other similar listed companies.
9、 Independent opinions on the proposal on salary distribution scheme for senior managers
With the continuous development of the company, the workload of senior managers of the company also increases. After verification, we believe that the formulation and adjustment of the company’s salary distribution plan for the above personnel are in line with the actual situation of the company, and the relevant decision-making procedures are fair, just, legal and effective, in combination with the performance of senior managers’ responsibilities and with reference to the salary standards of other similar listed companies.
10、 Independent opinions on the proposal on the use of self owned idle funds for investment and financial management
At present, 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, It will not harm the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree 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.
11、 Independent opinions on the proposal on the general election of directors
After verification, the nomination procedures of the candidates for the fourth session of the board of directors of the company comply with the provisions of the company law of the people’s Republic of China and the articles of association. The candidates meet the requirements of serving as directors of listed companies and are competent for their post responsibilities. There are no circumstances prohibited by the company law of the people’s Republic of China or punished by the CSRC for banning entry into the securities market.
12、 Independent opinions on the proposal on Amending Venustech Group Inc(002439) phase III ESOP (Draft) and summary
The revised content of the company’s employee stock ownership plan complies with the relevant provisions of relevant laws and regulations such as 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, the articles of association, and there is no situation that damages the interests of the company and all shareholders.
Therefore, we agree to revise the Venustech Group Inc(002439) third phase employee stock ownership plan (Draft) and its abstract.
13、 Opinions on the third revision of the employee stock ownership plan
The revised content of the management measures of the company’s employee stock ownership plan complies with the relevant provisions of relevant laws and regulations such as 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, the articles of association, and there is no situation that damages the interests of the company and all shareholders.
Therefore, we agree to revise the measures for the administration of Venustech Group Inc(002439) phase III employee stock ownership plan.
Independent directors: Zhang Hongliang, Liu Junyan, Zhang Xiaoting April 6, 2022
