Guangdong Tapai Group Co.Ltd(002233)
Working system of annual report of independent directors
Article 1 in order to promote the standardized operation of Guangdong Tapai Group Co.Ltd(002233) the company, safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially minority shareholders, from damage, in order to improve the corporate governance mechanism, strengthen the construction of internal control, further improve the quality of the company’s information disclosure and give full play to the role of independent directors in information disclosure, In accordance with the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the relevant provisions of the Guangdong Tapai Group Co.Ltd(002233) articles of association, the Guangdong Tapai Group Co.Ltd(002233) working system for independent directors, the Guangdong Tapai Group Co.Ltd(002233) information management and disclosure system and the Guangdong Tapai Group Co.Ltd(002233) working system for independent directors, and in combination with the actual situation of the preparation and disclosure of the company’s annual report, This working system is hereby formulated. Article 2 independent directors shall earnestly perform their responsibilities and obligations in the preparation and disclosure of the company’s annual report, and work diligently. Independent directors have the obligation of integrity and diligence to the company and all shareholders. Independent directors shall earnestly perform their duties in accordance with the requirements of relevant laws, administrative regulations, normative documents and the articles of association, safeguard the overall interests of the company, and pay particular attention to the legitimate rights and interests of minority shareholders. Article 3 independent directors shall carefully study the requirements of the CSRC, Shenzhen Stock Exchange and other competent departments on the annual report and actively participate in the training organized by them. Article 4 independent directors need to timely listen to the reports of the company’s management and chief financial officer on the company’s production and operation, standardized operation and finance, and the progress of major events such as investment and financing activities this year, and try to personally participate in the field investigation of relevant major projects. Article 5 the independent directors shall check whether the accountant to be employed by the company has the securities business qualification and the professional qualification of the certified public accountant (hereinafter referred to as the “annual audit certified public accountant”) who provides the annual report audit for the company.
Propose to the board of directors to renew or dismiss the accounting firm with the consent of more than 1 / 2 of the independent directors. Article 6 the chief financial officer shall submit the annual audit work arrangement and other relevant materials to the independent directors in writing before the annual audit CPA who provides the annual audit for the company enters the audit. Article 7 the company shall arrange at least one meeting between the independent directors and the annual audit CPA after the annual audit CPA issues the preliminary audit opinion to communicate the problems found in the audit process. Article 8 independent directors shall express independent opinions on major related party transactions, external guarantees and other major matters of the company in the annual report. Article 9 while reviewing the annual report, the board of directors of the company shall form a resolution on the internal control self-evaluation report, and the independent directors shall express their opinions on the internal control self-evaluation report. Article 10 independent directors shall sign written confirmation opinions on the annual report. If the independent directors cannot guarantee the authenticity, accuracy and completeness of the annual report or have objections, they shall state the reasons and express their opinions and disclose them. Article 11 If independent directors have objections to the specific matters of the company’s annual report, they can independently hire external audit institutions and consulting institutions to audit and consult the specific matters of the company with the consent of all independent directors, and the relevant expenses shall be borne by the company. Article 12 in order to exercise the functions and powers of an independent director, the company shall not provide necessary conditions for the independent director to actively interfere with or prevent the independent director from exercising the functions and powers. The company appoints the Secretary of the board of directors to coordinate the communication between the independent directors and the management of the company, and actively create necessary conditions for the independent directors to perform their duties in the process of preparing the annual report.
Article 13 during the preparation and deliberation of the annual report, independent directors shall have the obligation of confidentiality. Before the disclosure of the annual report, strictly prevent the disclosure of insider information, insider trading and other illegal acts. Article 14 during the preparation and deliberation of the annual report, independent directors shall not buy or sell the company’s shares. Article 15 for matters not covered in this system, the independent directors of the company shall implement in accordance with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association. Article 16 the system shall be formulated and interpreted by the board of directors. Article 17 the working system shall come into force after being adopted at the meeting of the board of directors of the company.
Guangdong Tapai Group Co.Ltd(002233)
Board of directors
March 2022
