Securities code: Venustech Group Inc(002439) securities abbreviation: Venustech Group Inc(002439) Announcement No.: 2022021 Venustech Group Inc(002439)
Announcement on the resolution of the second shareholders’ meeting of the third phase employee stock ownership plan
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 second holders’ meeting of phase III ESOP was held at 10:00 a.m. on April 6, 2022 in the company’s conference room in the form of on-site meeting and video. The meeting was convened and presided over by Ms. Xie Qizhi. 245 holders should attend the meeting and 91 actually attended the meeting. The share of ESOP representing the company was 2.0688 million, accounting for 50.15% of the total share of the company’s ESOP. The convening, convening and voting procedures of the meeting comply with relevant laws and regulations and relevant provisions of the company’s employee stock ownership plan. The meeting considered and adopted the following proposals:
1、 Deliberated and passed the proposal on Amending the third phase of employee stock ownership plan (Draft) and abstract). In order to ensure the better implementation of the employee stock ownership plan, after deliberation, the participants agreed to add the equity disposal method of “non transaction transfer” in the third phase of employee stock ownership plan in combination with the actual situation of the third phase of employee stock ownership plan, And revise the Venustech Group Inc(002439) third phase employee stock ownership plan (Draft) and the abstract accordingly.
Voting results: 2.0688 million consents, accounting for 100% of the total shares held by the holders attending the meeting; 0 million objections, accounting for 0% of the total shares held by the holders attending the meeting; There were 10000 abstentions, accounting for 0% of the total shares held by the holders attending the meeting.
2、 Deliberated and passed the proposal on Amending the administrative measures for the third phase of employee stock ownership plan
In order to ensure the better implementation of the employee stock ownership plan, after deliberation by the participants, it is agreed to add 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 management measures of Venustech Group Inc(002439) third phase of the employee stock ownership plan accordingly.
Voting results: 2.0688 million consents, accounting for 100% of the total shares held by the holders attending the meeting; 0 million objections, accounting for 0% of the total shares held by the holders attending the meeting; 0 million abstentions, accounting for 0% of the total shares held by the holders attending the meeting.
3、 Deliberated and passed the proposal on by election of members of the third phase of the company’s ESOP Management Committee
Liu Jing was elected as a member of the ESOP Management Committee. The above-mentioned members of the management committee do not hold positions in the controlling shareholder unit of the company, and are not associated with shareholders holding more than 5% of the company’s shares, actual controllers, directors, supervisors and senior managers of the company, or with the above-mentioned subjects.
Voting results: 2.0688 million consents, accounting for 100% of the total shares held by the holders attending the meeting; 0 million objections, accounting for 0% of the total shares held by the holders attending the meeting; There were 10000 abstentions, accounting for 0% of the total shares held by the holders attending the meeting.
4、 Deliberated and passed the proposal on Authorizing the Management Committee of the company’s employee stock ownership plan to handle matters related to this employee stock ownership plan
According to the relevant provisions of the measures for the administration of Venustech Group Inc(002439) phase III employee stock ownership plan (Revised Version), the company’s phase III employee stock ownership plan holders’ meeting authorizes the employee stock ownership plan management committee to handle matters related to the employee stock ownership plan and exercise the following functions and powers:
(1) Convene and preside over the shareholders’ meeting;
(2) Open securities accounts, capital accounts and other relevant accounts for the employee stock ownership plan;
(3) Supervise the daily management of ESOP on behalf of all holders;
(4) Exercise shareholders’ rights corresponding to the assets of the employee stock ownership plan on behalf of all holders and the employee stock ownership plan;
(5) Draw up and implement the plan for the employee stock ownership plan to participate in the company’s share allotment, additional issuance or issuance of convertible bonds and other refinancing matters during the duration;
(6) Sign relevant agreements and contracts on behalf of all holders and ESOP;
(7) Decide on the disqualification, share recovery, undertaking and corresponding income cashing arrangements of the current plan holders, and be responsible for the liquidation and property distribution of the employee stock ownership plan;
(8) Handle matters related to non trading transfer of shares;
(9) Handle the disposal of the corresponding shares and corresponding underlying shares of the holder in case of resignation, unqualified assessment, inheritance, etc;
(10) Dispose of the property of the shareholding plan according to the management measures;
(11) Other duties conferred by the shareholders’ meeting.
This authorization is valid from the date of approval of this meeting to the date of termination of the company’s phase III ESOP. Voting results: 2.0688 million consents, accounting for 100% of the total shares held by the holders attending the meeting; 0 million objections, accounting for 0% of the total shares held by the holders attending the meeting; There were 10000 abstentions, accounting for 0% of the total shares held by the holders attending the meeting.
It is hereby announced
Venustech Group Inc(002439) board of directors April 8, 2022
