Guangdong Tapai Group Co.Ltd(002233) : prior approval opinions of independent directors on matters related to the 19th meeting of the 5th board of directors

Guangdong Tapai Group Co.Ltd(002233) independent director

Prior approval opinions on matters related to the 19th meeting of the 5th board of directors

In accordance with the rules for independent directors of listed companies, the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association, the working system of independent directors and other relevant provisions, as independent directors of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”), we hereby express our prior approval opinions on the following matters:

1、 Prior approval opinions on the renewal of ShineWing Certified Public Accountants (special general partnership) as the audit institution of the company in 2022

After verification, ShineWing Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, relevant audit business qualification, sufficient independence, professional competence and investor protection ability. In the process of special audit and financial statement audit of the company, Strictly abide by the relevant national regulations and the requirements of the practice norms of certified public accountants, adhere to carrying out the audit work in a fair and objective manner, express the audit opinions independently and objectively, show good professional ethics and professional quality, and the audit report issued truly and accurately reflects the company’s financial situation and operating results, It is conducive to protecting the interests of listed companies and other shareholders, especially minority shareholders.

In conclusion, we agree to submit the report on the renewal of ShineWing Certified Public Accountants (special general partnership) as the company’s audit institution in 2022 to the 19th meeting of the Fifth Board of directors for deliberation.

2、 Opinions on prior approval of related party transactions of deposit business in Meizhou Merchants Bank Co., Ltd

The company handles deposit business in Meizhou Merchants Bank, and sets the upper limit of one-day deposit balance for risk prevention, so that the company’s risk is relatively controllable. This transaction is conducive to the normal development of the company’s daily business.

The deposit interest rate of the company in Meizhou Merchants Bank is based on the national regulations and determined by both parties through coordination according to the market price. The deposit interest rate is not lower than the deposit benchmark interest rate stipulated by the people’s Bank of China in the same period, nor lower than the deposit interest rate of the same type and period provided by other local financial institutions, The settlement rate related to deposit business and remittance business shall not be higher than the charging standard of similar services provided by other local financial institutions. The pricing of related party transactions is fair, and there is no situation that damages the interests of the company and shareholders.

We agree to submit this proposal to the 19th meeting of the 5th board of directors of the company for deliberation.

When the board of directors votes on the proposal, Mr. Zhong Zhaohui, a related director, shall withdraw from voting as required.

(there is no text on this page, which is the signature page of Guangdong Tapai Group Co.Ltd(002233) independent directors’ prior approval opinions on matters related to the 19th meeting of the 5th board of directors) signature of independent directors:

(Li Yujiao) (Xu Xiaowu) (Jiang Chunbo)

March 13, 2022

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