2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of Venustech Group Inc(002439) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the guidelines for the governance of listed companies and the guiding opinions on the establishment of independent director system in listed companies Several provisions on strengthening the protection of the rights and interests of shareholders of social public shares and other relevant laws and regulations, as well as the requirements of the Venustech Group Inc(002439) articles of Association (hereinafter referred to as the “articles of association”) and the working system of independent directors, carefully deliberated various proposals of the board of directors, expressed independent opinions on relevant matters of the company, and effectively safeguarded the interests of the company and shareholders. Now I report my performance of independent directors’ duties in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting
The convening of the board of directors and the general meeting of shareholders of the company complies with legal procedures, and relevant approval procedures have been performed for major business decisions and other major matters. My attendance at the meeting is as follows:
1. Personally attended 8 meetings of the board of directors and 4 general meetings of shareholders held by the company in 2021; I voted in favor of all the proposals considered at the board meeting, and there was no objection or abstention; 2. No other independent directors were authorized to attend the meeting during the reporting period;
3. During the reporting period, I did not raise any objection to any matter of the company.
2、 Independent opinions
(I) issue independent opinions on the company’s external transfer of the assets of the terminated raised investment project and permanently supplement the recovered funds with working capital
The company’s external transfer of assets of terminated raised investment projects and permanent replenishment of working capital with recovered funds is an adjustment made in combination with the company’s development situation, which is in line with the company’s development plan and the actual situation of raised investment projects. The content and procedures comply with relevant provisions such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, It is conducive to the more rational and effective use of the raised funds. The company transfers the assets of the terminated raised investment projects and permanently replenishes the working capital with the recovered funds, which will not affect the normal progress of other raised investment projects. The transaction price is determined according to the market-oriented principle, and there is no damage to the interests of the company and shareholders. This event has fulfilled the specified procedures and is in line with the needs of safeguarding the development interests of the company. The independent directors agreed to the company’s external transfer of the assets of the terminated raised investment project and permanently replenish the working capital with the recovered funds, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
(II) express independent opinions on matters related to the 20th meeting of the Fourth Board of directors
1. Special instructions and independent opinions on the company’s external guarantee and the occupation of funds by related parties in 2020
We have carefully checked the company’s external guarantee and the occupation of funds by related parties in 2020, 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 200 million, accounting for 3.33% 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 2020
After careful verification, we believe that the company’s daily connected transactions in 2020 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 explanation of the board of directors of the company on the difference between the actual situation and the expected situation of daily connected transactions in 2020 is in line with the actual situation of the company. The connected transactions follow the principle of “fairness, impartiality and fairness”, the transaction matters comply with the market principle, the decision-making procedures are legal, the transaction pricing is fair and reasonable, and 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 accounting standards for business enterprises, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the articles of association and other relevant provisions, can truly reflect the company’s financial situation 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 2020
After verification, the 2020 profit distribution proposal of the company complies with the relevant provisions of the company law, the articles of association and 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 2020 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 2020
After verification, the company’s special report on the deposit and actual use of raised funds in 2020 truthfully reflects the actual deposit and use of raised funds in 2020, 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 2021
(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 2020, 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 ShineWing as the company’s audit institution in 2021, and submits the proposal to the company’s board of directors and 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 2021.
The company’s proposed renewal of the accounting firm does not harm the interests of the company and all shareholders. Therefore, the independent directors agreed to reappoint ShineWing as the company’s auditor in 2021.
7. Independent opinions on the proposal on the company’s internal control evaluation report in 2020
According to the provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), after verification, we believe that the company’s existing internal control system meets the requirements of national laws and regulations, meets the actual needs of the current company’s production and operation, 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 2020 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 company’s formulation and adjustment of the 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 completion of directors’ responsibilities 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 company’s formulation and adjustment of the 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 completion of directors’ responsibilities and referring 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 bank 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, without adverse impact on the company’s operation, Do not harm the interests of the company and all shareholders, especially the 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 bank financial products for investment and financial management.
(III) express independent opinions on the share repurchase plan of the company
1. The shares repurchased by the company this time comply with the company law, the securities law of the people’s Republic of China, the administrative measures for repurchasing public shares by listed companies (for Trial Implementation), the supplementary provisions on repurchasing shares by listed companies through centralized bidding transaction, the opinions on supporting repurchasing shares by listed companies, the stock listing rules of Shenzhen Stock Exchange, the detailed rules for the implementation of repurchasing shares by listed companies of Shenzhen Stock Exchange and other laws The voting procedures of the board of directors comply with the relevant provisions of laws, regulations and the articles of association.
2. The implementation of the company’s share repurchase is conducive to further improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s employees, convey the company’s confidence in sustainable, stable and healthy development, and promote the company’s long-term development. At the same time, it is also conducive to the maintenance of the company’s market image, enhance investor confidence and protect the interests of shareholders.
3. The total amount of funds to be used for repurchase this time shall not exceed 150 million yuan (including 150 million yuan) and not be less than 100 million yuan (including 100 million yuan). The source of funds is self owned funds. This repurchase will not have a significant impact on the company’s operation, finance and future development. After the repurchase, the equity distribution of the company meets the conditions of the listed company and will not affect the listing status of the company.
In conclusion, we believe that the company’s share repurchase this time to encourage employees to be legal and compliant is in line with the interests of the company and all shareholders, and there is no damage to the legitimate rights and interests of shareholders. The share repurchase plan is feasible. Therefore, we agree to the proposal of repurchasing the company’s shares.
(IV) express independent opinions on the third phase of employee stock ownership plan
The company’s implementation of the employee stock ownership plan is conducive to improving the benefit sharing and risk sharing mechanism between employees and all shareholders, improving employee cohesion and company competitiveness, realizing the consistency of the interests of shareholders, the company and employees, fully mobilizing the enthusiasm and creativity of employees and realizing the sustainable development of the company.
The 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 guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 4 – employee stock ownership plan, the articles of association, and there is no situation that damages the interests of the company and all shareholders. The employee stock ownership plan does not force employees to participate in the employee stock ownership plan by means of apportionment and forced distribution, which is in line with the principles of legal compliance, voluntary participation and risk-taking, and there is no violation of laws and regulations.
Therefore, we agree that the company will implement the third phase of employee stock ownership plan.
(V) express independent opinions on matters related to the 23rd Meeting of the Fourth Board of directors
1. Independent opinions on the company’s external guarantees and the occupation of funds by related parties in the half year of 2021
In accordance with the provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, we are responsible to the company, all shareholders and investors, After careful investigation and verification of the company’s funds occupied by the controlling shareholders and other related parties and the company’s accumulated and current external guarantees, based on the principle of independent and objective judgment, we hereby make a special explanation on the company’s related party’s funds occupied and external guarantees, and express independent opinions as follows:
(1) During the reporting period, the accumulated external guarantee amount of the company and its holding subsidiaries was RMB 200 million, accounting for 3.33% 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.
(2) During the reporting period, there was no abnormal occupation of the company’s funds by controlling shareholders and other related parties.
2. Independent opinions on the proposal on the company’s special report on the deposit and actual use of raised funds in the half year of 2021
After verification, the company’s special report on the deposit and actual use of raised funds in the half year of 2021 truthfully reflects the actual deposit and use of raised funds in the half year of 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 measures for the administration of raised funds, and there are no violations in the deposit and use of raised funds.
(VI) express independent opinions on matters related to the 25th meeting of the Fourth Board of directors
1. On the postponement of some investment projects with raised funds and the transfer of raised funds to Hangzhou, a wholly-owned subsidiary
