Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022013 Venustech Group Inc(002439)
Announcement of resolutions of the 28th meeting of the 4th board of directors
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 28th meeting of the 4th board of directors was held in the company's conference room on April 6, 2022 in the form of on-site meeting. The notice and meeting materials of this meeting have been notified to all directors by e-mail on March 25, 2022. There are 7 directors who should attend the meeting of the board of directors, and 7 directors actually attended the meeting. All directors attended the meeting in person. There was no entrusted attendance or absence. The meeting was presided over by Ms. Wang Jia, chairman of the company. The notice, convening and the number of directors participating in the voting of the meeting comply with relevant laws, administrative regulations, normative documents and the articles of association of Venustech Group Inc(002439) Information Technology Group Co., Ltd. (hereinafter referred to as the "articles of association"). After careful examination and voting by the directors present at the meeting, the following resolutions are formed:
1、 The meeting deliberated and adopted the proposal on the company's 2021 annual general manager's work report with 7 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the directors present at the meeting, the 2021 general manager's work report was approved.
2、 The meeting deliberated and adopted the proposal on the company's work report of the board of directors in 2021 with 7 affirmative votes, 0 negative votes and 0 abstention
After deliberation, the directors attending the meeting agreed to the work report of the board of directors in 2021.
The independent directors of the company, Mr. Zhang Hongliang, Mr. Liu Junyan and Ms. Zhang Xiaoting, submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details of the 2021 annual report of independent directors, please refer to the designated information disclosure media cninfo (www.cn. Info. Com. CN.).
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 the company's 2021 annual financial statement report with 7 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the directors present at the meeting, they agreed to the financial final accounts report of 2021. The board of supervisors issued review opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The meeting deliberated and adopted the proposal on write off of bad debts with 7 affirmative votes, 0 negative votes and 0 abstention
In order to truly reflect the financial situation of the company, after the deliberation of the directors present at the meeting, the company agreed to write off 59 accounts receivable with full provision for bad debts and no recovery as of December 31, 2021, with a total amount of 1102196637 yuan, in accordance with the relevant provisions of the accounting standards for business enterprises and the articles of association and the principles of legal compliance, standardized operation, examination and approval one by one and account write off.
The independent directors of the company expressed independent opinions on the proposal; The board of supervisors issued review opinions on the proposal. For details of the announcement on write off of bad debts, please refer to the designated information disclosure media cninfo (www.cn. Info. Com. CN.) And securities times, China Securities Journal and Securities Daily.
5、 The meeting deliberated and adopted the proposal on the company's 2021 annual report and its summary with 7 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the directors present at the meeting, they agreed to the 2021 annual report and its summary.
The board of supervisors issued review opinions on the 2021 annual report and its summary.
For details of the company's 2021 annual report and its summary, please refer to the designated information disclosure media cninfo (www.cn. Info. Com. CN.) And securities times, China Securities Journal and Securities Daily.
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 profit distribution of the company in 2021 with 7 affirmative votes, 0 negative votes and 0 abstention votes
According to the articles of association and relevant regulations, the profit distribution shall be based on the distributable profits of the parent company. According to the audit results issued by ShineWing Certified Public Accountants (special general partnership), the parent company realized an after tax profit of RMB 9565581596 in 2021, and the statutory reserve fund of RMB 956558160 was withdrawn according to 10% of the parent company's net profit, plus the accumulated undistributed profit of RMB 21144206444 in the previous period, minus the dividend paid in this year of RMB 4761276434, In 2021, the profit available for distribution to shareholders of the parent company in this period was 24991953446 yuan, and the balance of capital reserve was 220084448966 yuan.
Considering the company's profitability, overall financial situation and future development plan in 2021, in order to repay shareholders, the company's profit distribution plan in 2021 is to distribute a cash dividend of RMB 0.25 (including tax) to all shareholders for every 10 shares based on the total share capital on the equity registration date when the company's equity distribution is implemented minus the total share capital after the shares have been repurchased in the company's special account at that time, No conversion, no dividend. After this dividend distribution, the remaining undistributed profits are rolled over to the next year.
From the date of disclosure of this profit distribution plan to the date of equity distribution and equity registration, if the total share capital of the company changes due to equity incentive grant, share repurchase, refinancing, listing of new shares and other reasons, the company will adjust the total cash dividends accordingly according to the principle of unchanged distribution proportion.
The company's profit distribution and performance growth in 2021 match each other and meet the requirements of the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions. The independent directors of the company expressed independent opinions on the proposal; The board of supervisors issued review opinions on the proposal. 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 special report on the deposit and actual use of raised funds in 2021 by 7 votes in favor, 0 against and 0 abstention
After deliberation by the directors attending the meeting, the special report on the deposit and actual use of raised funds in 2021 was agreed, and the independent directors of the company expressed independent opinions on the proposal.
For details of the special report on the deposit and actual use of raised funds in 2021, please refer to the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.).
8、 The meeting deliberated and adopted the proposal on the renewal of the company's audit institution in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the directors 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.
The independent directors of the company approve the proposal in advance and express independent opinions; The board of supervisors issued review opinions on the proposal.
For details of the announcement on the renewal of the company's audit institution in 2022, please refer to the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.) And securities times, China Securities Journal and Securities Daily.
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 company's internal control evaluation report in 2021 by 7 votes in favor, 0 against and 0 abstention
After deliberation by the directors attending the meeting, it is 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, which meets 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.
The independent directors of the company expressed independent opinions on the proposal; The board of supervisors issued review opinions on the proposal. The contents of the company's internal control evaluation report in 2021 are detailed in the designated information disclosure media cninfo.com (www.cn. Info. Com. CN).
10、 The meeting deliberated and adopted the proposal on Directors' remuneration distribution plan with 7 affirmative votes, 0 negative votes and 0 abstention votes
After deliberation by the directors attending the meeting, the board of directors agreed to the actual remuneration plan for directors in 2021 formulated by the remuneration and assessment committee based on the evaluation of the performance of directors of the company. The details of the plan are as follows:
Name and Title: income received from the company (10000 yuan)
Chairman and general manager Wang Jia
Vice chairman Qi Jian 48.05
Yan Li, director and deputy general manager 65.68
Zhang Yuan, director and deputy general manager 68.89
The independent directors of the company expressed independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
11、 The meeting deliberated and adopted the proposal on the salary distribution plan for senior managers with 7 affirmative votes, 0 negative votes and 0 abstention
After deliberation by the directors attending the meeting, the board of directors agreed that the remuneration and assessment committee formulated the actual remuneration plan for senior managers in 2021 based on the evaluation of the performance of senior managers of the company. The details of the plan are as follows:
Name and Title: income received from the company (10000 yuan)
Jiang Peng, deputy general manager and Secretary of the board of directors 56.23
The independent directors of the company expressed independent opinions on the proposal.
12、 The meeting deliberated and adopted the proposal on the use of self owned idle funds for investment and financial management by 7 votes in favor, 0 against and 0 abstention
In order to improve the use efficiency of funds, make rational use of its own idle funds and increase the company's income, after the deliberation of the directors attending the meeting, it is agreed that the company and its subsidiaries use some of its own idle funds for investment and wealth management by purchasing wealth management products. The amount of funds used shall not exceed RMB 1.5 billion. Within the above amount, the funds can be used on a rolling basis. At the same time, the management of the company is authorized to implement the above financial management matters, and the authorization period is valid within 12 months from the date of deliberation and approval by the board of directors of the company.
The independent directors of the company expressed independent opinions on the proposal; The board of supervisors issued review opinions on the proposal. For details of the announcement on the use of self owned idle funds for investment and financial management, please refer to the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.) And securities times, China Securities Journal and Securities Daily. 13、 The meeting deliberated and adopted the proposal on the general election of the board of directors with 7 affirmative votes, 0 negative votes and 0 abstention
Since the term of office of the Fourth Board of directors of the company is about to expire, after deliberation by the board of directors of the company, it is agreed that the candidates for non independent directors of the Fifth Board of directors submitted by the nomination committee of the board of directors are Wang Jia, Qi Jian, Yan Li and Zhang Yuan, and the candidates for independent directors are Zhang Hongliang, Liu Junyan and Zhang Xiaoting. (the resumes of the above-mentioned candidates for directors are shown in Annex I). Among them, the qualification and independence of independent director candidates need to be filed and reviewed by regulatory authorities such as Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for deliberation.
The company promises that the total number of directors who concurrently serve as senior managers of the company and staff representatives in the board of directors of the company shall not exceed half of the total number of directors of the company. According to the relevant regulations of the CSRC and the articles of association, the shareholders' meeting will adopt the cumulative voting system for non independent directors and independent director candidates of the Fifth Board of directors of the company, and vote on each director candidate one by one.
The independent directors of the company expressed independent opinions on the proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
14、 The proposal on Amending Venustech Group Inc(002439) phase III ESOP (Draft) and summary was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention. In order to ensure the better implementation of the ESOP plan, the participating directors agreed to add the equity disposal method of "non transaction transfer" in the third ESOP in combination with the actual situation of the third ESOP, And revise the Venustech Group Inc(002439) third phase employee stock ownership plan (Draft) and the abstract accordingly.
The independent directors of the company expressed independent opinions on the proposal; The board of supervisors issued review opinions on the proposal. The contents of Venustech Group Inc(002439) phase III employee stock ownership plan (Draft) and abstract (Revised Draft) are detailed in the designated information disclosure media cninfo.com (www.cn. Info. Com. CN.). 15、 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 7 affirmative votes, 0 negative votes and 0 abstention
In order to ensure the better implementation of the employee stock ownership plan, after deliberation by the participating directors, it is agreed to increase the equity disposal method of "non transaction transfer" in the third phase of the employee stock ownership plan in combination with the actual situation of the third phase of the employee stock ownership plan, and revise the notice of commencement accordingly
