Guangdong Tapai Group Co.Ltd(002233) board of directors
Special note on the company’s securities investment in 2021
According to the relevant regulations of Shenzhen Stock Exchange, the board of directors of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”) has carefully verified the securities investment in 2021, and the relevant information is explained as follows:
1、 Basic information of securities investment
(I) investment purpose: to improve the company’s capital use efficiency and capital income level, and enhance the company’s profitability;
(II) investment amount: use the maximum amount not exceeding (including) RMB 3 billion for securities investment. Within this limit, the funds can be used on a rolling basis, but the amount of securities investment at any time during the term shall not exceed the investment limit;
(III) investment scope: allotment or subscription of new shares, securities repurchase, investment in stocks and depositary receipts, bond investment, entrusted wealth management (referring to the purchase of non breakeven wealth management products) and other investment activities recognized by Shenzhen Stock Exchange. The maximum term of investment in products with time limit requirements shall not exceed 8 years;
(IV) source of funds: the company’s own funds;
(V) investment period: 12 months from the date of deliberation and adoption at the 10th meeting of the Fifth Board of directors.
(VI) approval procedures: the 10th meeting of the 5th board of directors held on March 14, 2021 deliberated and approved the proposal on using idle self owned funds for securities investment, and agreed that the company (including subsidiaries within the scope of consolidated statements) use idle self owned funds of no more than (including) RMB 3 billion for securities investment, The investment period is 12 months from the date of deliberation and adoption at the 10th meeting of the Fifth Board of directors.
2、 Income from securities investment
In 2021, the company mainly purchased non breakeven entrusted financial products, stocks, funds, asset management plans, etc. with idle funds. As of December 31, 2021, the balance of securities investment was 27056717 million yuan (including the amount related to reinvestment of investment income), of which the balance of non breakeven financial products was 12391544 million yuan, and the annual profit and loss was 2107153 million yuan.
3、 Implementation of internal control system for securities investment
In order to standardize the company’s securities investment behavior and relevant information disclosure, effectively control risks, improve investment returns and safeguard the interests of the company and shareholders, the company has specially formulated the venture capital management system in accordance with the relevant provisions of laws and regulations and the articles of association and in combination with the actual situation, which is responsible for the principles, decision-making and management of venture capital Information disclosure and other aspects are specified in detail, which can effectively prevent investment risks.
(I) investment principle
1. The company’s venture capital shall comply with relevant provisions of national laws, regulations, normative documents and so on;
2. The company’s venture capital shall prevent investment risks, strengthen risk control and reasonably evaluate benefits;
3. The venture capital of the company must adapt to the asset structure, be of appropriate scale and act according to its ability, and cannot affect the normal operation of its main business.
(II) decision making and management
The approval authority of the company for venture capital is as follows:
1. If the total amount of securities investment accounts for more than 10% of the company’s latest audited net assets and the absolute amount exceeds 10 million yuan, it shall be deliberated and approved by the board of directors before investment and fulfill the obligation of information disclosure in time;
2. If the total amount of securities investment accounts for more than 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan, the company shall not only disclose in time before investment, but also submit it to the general meeting of shareholders for deliberation;
3. For derivative transactions with a transaction amount of less than 50 million yuan or for hedging purposes, the management shall issue a feasibility analysis report on the derivative transaction and submit it to the board of directors, which can be implemented only after it is reviewed and approved by the board of directors and timely disclosed, and the independent directors shall issue special opinions;
4. Derivatives transactions with a transaction amount of more than 50 million yuan and not for hedging purposes shall be implemented only after the deliberation and approval of the board of directors and the special opinions of independent directors and submitted to the general meeting of shareholders for deliberation and approval. Before issuing the notice of the general meeting of shareholders, the company shall issue a special analysis report on the necessity and feasibility of the derivatives transaction it intends to engage in and the derivatives risk management measures, and disclose the analysis conclusions;
5. The derivative transaction shall be deliberated at the shareholders’ meeting and shall be announced with the related party company after it is submitted to the shareholders’ meeting;
6. The approval authority for other venture capital activities shall be implemented with reference to the provisions of items 1 to 2 of this article. The company’s authority to dispose of venture capital projects shall be implemented in accordance with the above provisions.
(III) information disclosure
1. The board of directors of the company shall continuously track the implementation progress and investment safety of securities investment and derivatives trading. In case of abnormal circumstances such as large investment losses, the board of directors shall immediately take measures and fulfill the obligation of disclosure as required.
2. The sum of the fair value impairment of the company’s traded derivatives and the changes in the value of assets (if any) used for risk hedging, resulting in the total loss or floating loss, every time the amount reaches the audited net profit attributable to the shareholders of the listed company in the latest year
10% and the absolute amount exceeds RMB 10 million, the company shall disclose it in time.
3. The company shall disclose the securities investment and derivatives transactions that have been carried out during the reporting period in the periodic report. 4、 Notes and opinions of the board of directors
After careful verification by the board of directors, it is considered that the company’s securities investment and wealth management is an asset management optimization behavior that uses temporarily idle funds to obtain investment income without affecting the main business, and will not affect the operation of the company’s main business.
In 2021, the company’s securities investment strictly followed the relevant provisions of laws and regulations, normative documents and company rules and regulations, and established special internal control systems such as venture capital management system. The investment risk was controllable, the risk control measures were practical, effective and feasible, the source of funds was determined to be the company’s own funds, and the investment scale would not affect the normal operation of the company, There is no violation of relevant laws and regulations, normative documents and the company’s rules and regulations. During the reporting period, the company’s securities investment achieved positive returns, improved capital use efficiency and increased short-term financial returns.
5、 Opinions of independent directors
Independent directors believe that: during the reporting period, the company established a relatively comprehensive internal control system for securities investment, and the company’s securities investment in 2021 did not violate the provisions of laws, regulations and normative documents, which was in line with the provisions of the articles of Association; The company’s securities investment in 2021 improved the use efficiency of idle self owned funds, the scale of funds is controllable, did not affect the development of the company’s main business, and the safety of funds can be effectively guaranteed.
Guangdong Tapai Group Co.Ltd(002233) board of directors
March 14, 2022
