Securities code: Guangdong Tapai Group Co.Ltd(002233) securities abbreviation: Guangdong Tapai Group Co.Ltd(002233) Announcement No.: 2022011 Guangdong Tapai Group Co.Ltd(002233)
On handling deposit business in Meizhou Merchants Bank Co., Ltd
Announcement of related party transactions
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.
1、 Overview of related party transactions
1. Whereas the proposal on handling related party transactions of deposit and settlement business in Meizhou Merchants Bank Co., Ltd., which was deliberated and adopted by Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”) at the 2020 annual general meeting held on April 7, 2021, is about to expire, The 19th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors held by the company on March 14, 2022 considered and adopted the proposal on handling related party transactions of deposit business in Meizhou Merchants Bank, The company (including subsidiaries within the scope of consolidated statements, the same below) plans to preferentially choose Meizhou Merchants Bank Co., Ltd. (hereinafter referred to as “Meizhou Merchants Bank”) to handle various deposit businesses within the approved limit according to commercial principles. The proposed limit is that the maximum daily deposit balance in Meizhou merchants bank shall not exceed RMB 1.2 billion, The application period is from the time when the annual general meeting of shareholders in 2021 is deliberated and approved to the time when the new quota is approved by the annual general meeting of shareholders in 2022.
2. As one of the main sponsors of Meizhou Merchants Bank, the company holds 20% of the shares of Meizhou Merchants Bank, and Mr. Zhong Zhaohui, chairman of the company, serves as the director of Meizhou Merchants Bank. According to relevant regulations, Meizhou Merchants Bank is the related party of the company. The deposit business of the company in Meizhou Merchants Bank constitutes a related party transaction.
3. On March 14, 2022, the 19th meeting of the 5th board of directors of the company considered and approved the proposal on related party transactions of deposit business in Meizhou Merchants Bank, in which Mr. Zhong Zhaohui, a related director, avoided voting. The independent directors of the company expressed their prior approval opinions and independent opinions on the proposal.
4. The related party transaction can be implemented only after it is submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. The related parties of the related party transaction will avoid voting on the proposal at the general meeting of shareholders.
5. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by other departments.
2、 Basic information of related parties
Name: Meizhou Merchants Bank Co., Ltd
Address: 1st and 2nd floors, merchants bank building, Oct, Meixian District, Meizhou City, Guangdong Province
Nature of enterprise: other joint stock limited companies (unlisted)
Registered address and main office: Meixian District
Legal representative: Liu Yuanqing
Registered capital: 2 million yuan
Unified social credit Code: 91441400ma4wqatr8c
Business scope: absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle settlement outside China; Handle bill acceptance and discount; Issuing financial bonds; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in interbank lending; Buying and selling foreign exchange; Engage in bank card business; Provide letter of credit service and guarantee; Acting for collection and payment of funds and insurance business; Provide safe deposit box service; Other businesses approved by the banking regulatory authority under the State Council. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders and shareholding ratio:
Serial number shareholder name number of shares (100 million shares) shareholding ratio
1 Guangdong Baolihua New Energy Stock Co.Ltd(000690) 6.00 30.00%
2 Guangdong Tapai Group Co.Ltd(002233) 4.00 20.00%
3 Guangdong Xizhilang Group Co., Ltd. 3.98 19.90%
4 Guangdong Chaohua Technology Co.Ltd(002288) 3.52 17.60%
5 Guangdong Wens Foodstuff Group Co.Ltd(300498) 2.50 12.50%
Total 20.00 100%
Meizhou Merchants Bank obtained the financial license and business license on June 22, 2017, and achieved an operating revenue of 287234400 yuan and a net profit of 665302 million yuan in 2021; As of December 31, 2021, the total assets were 24868201600 yuan and the net assets were 2232516000 yuan (the above data were audited).
As one of the main sponsors of Meizhou Merchants Bank, the company holds 20% of the shares of Meizhou Merchants Bank, and Mr. Zhong Zhaohui, chairman of the company, serves as the director of Meizhou Merchants Bank. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the company’s related party transaction decision-making system, Meizhou Merchants Bank is the related party of the company.
According to the inquiry, Meizhou Merchants Bank Co., Ltd. is not a dishonest person to be executed.
3、 Basic information of related party transactions
The company intends to give priority to Meizhou Merchants Bank to handle various deposit businesses within the approved limit in accordance with commercial principles. It is proposed that the maximum one-day deposit balance in Meizhou merchants bank shall not exceed RMB 1.2 billion, and the applicable period is from the approval of the 2021 annual general meeting of shareholders to the approval of the new limit by the 2022 annual general meeting of shareholders.
4、 Main contents of transaction and pricing basis
The company expects to handle deposit business in Meizhou Merchants Bank. The deposit interest rate of the company in Meizhou Merchants Bank is based on 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 company expects that the one-day deposit balance in Meizhou Merchants Bank will not exceed RMB 1.2 billion.
5、 Purpose and impact of related party transactions on the company
The company is one of the sponsors of Meizhou Merchants Bank and holds 20% of the shares of Meizhou Merchants Bank. According to commercial principles, the company gives priority to Meizhou Merchants Bank to handle various deposit businesses within the approved quota, which can not only support the development of various businesses of Meizhou Merchants Bank, but also provide better financial support services for the company, There is no situation that damages the interests of the company and shareholders.
6、 Various related party transactions between the company and the related party
The 10th meeting of the 5th board of directors held on March 14, 2021 and the 2020 annual general meeting of shareholders held on April 7, 2021 have considered and approved the proposal on handling related party transactions of deposit and settlement business in Meizhou Merchants Bank Co., Ltd, It is agreed that the company (including subsidiaries within the scope of consolidated statements, the same below) will preferentially choose Meizhou Merchants Bank to handle various deposit and settlement businesses within the approved limit according to commercial principles. The limit is that the maximum daily deposit balance in Meizhou merchants bank shall not exceed RMB 1.2 billion, The applicable period is from the time when the annual general meeting of shareholders in 2020 is deliberated and approved to the time when the new quota is approved by the annual general meeting of shareholders in 2021. As of the date of this announcement, all deposits and settlement businesses of the company in Meizhou Merchants Bank have not exceeded the scope of the above deliberation limit.
As of March 13, 2022, the balance of the company’s customers’ bank deposits in Meizhou was 1314729 million yuan.
7、 Prior approval and independent opinions of independent directors
1. The independent directors of the company have conducted a prior review of the related party transaction and issued the following prior approval opinions:
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 pricing of related party transactions is fair, and there is no situation that damages the interests of the company and shareholders.
Independent directors agree to submit this proposal to the 19th meeting of the 5th board of directors of the company for deliberation.
2. Independent directors express independent opinions as follows:
(1) The risk of this transaction is controllable and conducive to the normal development of the company’s daily business.
(2) The pricing of the related party transaction is fair, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders.
(3) When the board of Directors voted on the proposal, Zhong Zhaohui, a related director, avoided voting as required, and the deliberation procedure was legal and compliant.
Based on the above reasons, the independent directors agreed to the proposal on related party transactions of deposit business in Meizhou Merchants Bank and agreed to submit the proposal to the 2021 annual general meeting of the company for deliberation.
8、 Documents for future reference
1. Resolutions of the 19th meeting of the 5th board of directors;
2. Resolutions of the 10th meeting of the 5th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 19th meeting of the 5th board of directors and independent opinions on matters related to the 19th meeting of the 5th board of directors.
It is hereby announced
Guangdong Tapai Group Co.Ltd(002233) board of directors
March 14, 2022
