Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022014 Venustech Group Inc(002439)
Notice on convening the 2021 annual general meeting of shareholders
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 board of directors held the 28th meeting of the 4th board of directors on April 6, 2022, and the board of supervisors held the 24th Meeting of the 4th board of supervisors on April 6, 2022. Some proposals considered by the board of directors and the board of supervisors must be considered by the general meeting of shareholders of the company. In accordance with relevant laws, administrative regulations, departmental rules, normative documents and the relevant provisions of Venustech Group Inc(002439) articles of Association (hereinafter referred to as the “articles of association”), the board of Directors proposes to convene the 2021 annual general meeting of shareholders of the company (hereinafter referred to as the “meeting”), and the relevant matters of the meeting are hereby notified as follows:
1、 Basic information of holding this meeting
(I) session of the general meeting of shareholders: 2021 annual general meeting of shareholders
(II) convener of the meeting: the 4th board of directors of the company
(III) the meeting was convened by the resolution of the 28th meeting of the 4th board of directors of the company. The convening of the shareholders’ meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
(IV) date and time of the meeting
On site meeting time: 14:00, May 12, 2022
Online voting time: May 12, 2022
Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30 and 13:00-15:00 on May 12, 2022;
The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 12, 2022.
(V) convening method of the meeting: the shareholders’ meeting is held by combining on-site voting and online voting. The company will provide online voting platform to shareholders through Shenzhen stock exchange system and Internet system, and shareholders can exercise their voting rights through the above system during online voting time.
(VI) equity registration date of the meeting: May 5, 2022
(VII) attendees
1. Ordinary shareholders or their agents who hold shares of the company on the equity registration date;
All ordinary shareholders of the company registered with CSDCC Shenzhen Branch at the closing of the afternoon of the equity registration day
All shareholders have the right to attend the general meeting of shareholders and may entrust agents to attend the meeting and attend the meeting in writing
Resolved that the proxy need not be a shareholder of the company.
2. Directors, supervisors and senior managers of the company;
3. Lawyers employed by the company;
4. Other persons attending the general meeting of shareholders shall be in accordance with relevant laws and regulations.
(VIII) venue of on-site meeting: building 21, Beijing Centergate Technologies (Holding) Co.Ltd(000931) Software Park, No. 8, Dongbeiwang West Road, Haidian District, Beijing
Venustech Group Inc(002439) building company meeting room
2、 Matters considered at the meeting
(I) proposals considered at the meeting
Proposal name remarks
The ticked column of the proposal code column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 proposal on the work report of the board of directors in 2021 √
2.00 proposal on the work report of the board of supervisors in 2021 √
3.00 proposal on the company’s financial statement report in 2021 √
4.00 proposal on the company’s 2021 annual report and its summary √
5.00 proposal on profit distribution of the company in 2021 √
6.00 proposal on reappointment of the company’s audit institution in 2022 √
7.00 proposal on Directors’ remuneration distribution plan √
8.00 proposal on remuneration distribution scheme of supervisors √
Cumulative voting proposal proposals 9, 10 and 11 are equal elections √
9.00 proposal on election of non independent directors by the board of directors: 4 persons to be elected
9.01 proposal on electing Ms. Wang Jia as a director of the 5th board of directors √
9.02 proposal on electing Mr. Qi Jian as a director of the 5th board of directors √
9.03 proposal on electing Mr. Yan Li as a director of the 5th board of directors √
9.04 proposal on electing Ms. Zhang Yuan as a director of the 5th board of directors √
10.00 the proposal on the election of independent directors by the board of directors shall elect 3 persons
10.01 √ on electing Mr. Zhang Hongliang as an independent director of the Fifth Board of directors
Proposal
10.02 √ on electing Mr. Liu Junyan as an independent director of the Fifth Board of directors
Proposal
10.03 √ on electing Ms. Zhang Xiaoting as an independent director of the Fifth Board of directors
Proposal
11.00 proposal on general election of the board of supervisors: 2 persons to be elected
11.01 proposal on electing Ms. Zhang Miao as supervisor of the 5th board of supervisors √
11.02 proposal on electing Mr. Tian zhanxue as the supervisor of the 5th board of supervisors √
(II) information disclosure
The designated newspapers for information disclosure of the company are: securities times, China Securities News and Securities Daily; Designated website: http / / www.cninfo.com（ http://www.cn.info.com.cn. ）。
Please refer to the announcement of the resolution of the 28th meeting of the Venustech Group Inc(002439) 4th board of directors and the announcement of the resolution of the 24th Meeting of the Venustech Group Inc(002439) 4th board of supervisors published on the above information disclosure media on April 8, 2022 for the contents of the above proposal.
(III) other instructions
1. The independent directors of the company will report on their duties at the annual general meeting of shareholders.
2. Among the above proposals, items 9, 10 and 11 need to be voted item by item and cumulative voting is implemented
According to the measures, the number of election votes owned by shareholders is the number of voting shares held by shareholders multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they own. Independent directors and non independent directors vote separately, The qualification and independence of independent director candidates shall be filed and reviewed by Shenzhen Stock Exchange, and the shareholders’ meeting can vote only if there is no objection.
3. Among the above proposals, items 5, 6, 7, 9 and 10 will be voted on by small and medium-sized investors
Independent vote counting and timely public disclosure. Small and medium-sized investors refer to shareholders other than the following shareholders: (1) directors, supervisors and senior managers of listed companies; (2) Shareholders who individually or jointly hold more than 5% of the shares of the listed company.
3、 Meeting registration and other matters
(I) registration method:
1. Individual shareholders shall register with the Securities Department of the company with their shareholder account card and ID card; If a proxy is entrusted to attend the meeting, the proxy shall hold the shareholder’s account card, the shareholder’s valid ID card, the shareholder’s power of attorney
The agent’s valid ID card shall go through the registration formalities at the Securities Department of the company.
2. The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities at the Securities Department of the company with a copy of the business license (with official seal), the ID card of the attendee and the shareholder account card; If the agent entrusted by the legal representative attends the meeting, he shall go through the registration formalities at the Securities Department of the company with a copy of the business license (with official seal), the power of attorney of the legal person, the agent’s ID card and the shareholder’s account card;
3. Distant or remote shareholders can register by letter or fax. The letter or fax must indicate the contact information and must be delivered to the Securities Department of the company before 17:00 p.m. on May 6.
(II) registration time: 9:30-11:30 a.m. and 13:30-17:00 p.m. on May 6, 2022;
(III) registration place and contact information:
Tel: 01082779006
Contact Fax: 01082779010
Contact address: building Venustech Group Inc(002439) of building 21, Beijing Centergate Technologies (Holding) Co.Ltd(000931) Software Park, No. 8, Dongbeiwang West Road, Haidian District, Beijing
Postal Code: 100193
Contact: Liu Jing, Li Hong
(IV) all expenses incurred by shareholders attending the meeting shall be borne by themselves.
(V) precautions: shareholders and shareholders’ agents attending the meeting should bring the original of relevant certificates to the meeting. 4、 Specific operation process of participating in online voting
This general meeting of shareholders provides shareholders with a voting platform in the form of network. Shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet system（ http://wltp.cn.info.com.cn. ）Vote. See Annex 1 for the specific operation process of online voting.
5、 Documents for future reference
1. Resolution of the 28th meeting of Venustech Group Inc(002439) the 4th board of directors;
2. Resolution of the 24th Meeting of Venustech Group Inc(002439) the 4th board of supervisors.
It is hereby announced.
Venustech Group Inc(002439) board of directors April 8, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting:
1. The voting code of ordinary shares is “362439”, and the voting is referred to as “Qiming voting”.
2. Fill in the number of voting opinions or election votes:
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of a listed company shall vote within the limit of the number of election votes of each proposal group they have. If the number of election votes cast by shareholders exceeds the number of election votes they have, or if the number of votes cast in the differential election exceeds the number of candidates, their election votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
… …
The total number of election votes held by the shareholder shall not exceed
The number of voting votes held by shareholders under each proposal group is as follows:
(1) Election of non independent directors (4 candidates)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × four
The shareholders may distribute the number of election votes they have among the four candidates for non independent directors at will, but the total number of votes shall not exceed the number of election votes they have.
(2) Election of independent directors (3 candidates)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
Shareholders can distribute the number of election votes among the three independent director candidates arbitrarily, but the total number of votes
