Securities code: Guangdong Tapai Group Co.Ltd(002233) securities abbreviation: Guangdong Tapai Group Co.Ltd(002233) No.: 2022008 Guangdong Tapai Group Co.Ltd(002233)
Announcement on the resolutions of the 19th meeting of the 5th board of directors
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 material omissions.
Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as "the company") sent the notice on convening the 19th meeting of the 5th board of directors to all directors by personal delivery, e-mail and information on March 1, 2022. On March 14, 2022, the company held the 19th meeting of the 5th board of directors in the conference room on the fourth floor of the headquarters office building by combining on-site meeting and video. The meeting was presided over by Chairman Zhong Zhaohui. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. All supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting met the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
After careful deliberation and voting, the directors present at the meeting adopted the following resolutions:
1、 The 2021 annual work report of the board of directors was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The report is detailed in cninfo（ http://www.cn.info.com.cn. ）。
The independent directors of the company, Mr. Li Jiaojiao, Mr. Xu Xiaowu and Mr. Jiang Chunbo, respectively, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the annual general meeting of shareholders in 2021. See cninfo for details（ http://www.cn.info.com.cn. ）。
Mr. Lai Hongfei, the Secretary of the board of directors of the company, submitted and made the report on the performance of the Secretary of the board of directors in 2021 to the board of directors.
The work report of the board of directors in 2021 needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The 2021 annual general manager's work report was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
In 2021, under the correct leadership of the board of directors, the supervision and support of the Party committee and the board of supervisors, and the joint efforts of the management team and all employees, the company overcame various difficulties and challenges brought by the sluggish market demand, soaring coal costs, industrial power restriction and dual control policy of energy consumption, and better completed the annual production and operation objectives and tasks. The annual cement output reached 199737 million tons, an increase year-on-year
2.31% long; The cement sales volume reached 197889 million tons, with a year-on-year increase of 2.96%; The annual operating revenue was 7.713 billion yuan, a year-on-year increase of 9.46%; The net profit was 1.836 billion yuan, a year-on-year increase of 3.04%. The total assets of the enterprise were 13.828 billion yuan, a year-on-year increase of 9.66%; The net assets were 11.72 billion yuan, a year-on-year increase of 12.19%. The company ranks among the top 40 global cement production capacity and the 11th in the comprehensive strength of Chinese cement listed companies in 2021.
In 2021, the management focused on the following work: first, promote and improve the level of technological innovation; 2、 Promote the construction of green mines, digital mines, green factories and intelligent factories; 3、 Promote the construction of photovoltaic power generation projects; 4、 Promote the construction of cement kiln collaborative solid waste disposal project; 5、 Strengthen the management of concrete industry; 6、 Improve the operation and management level of enterprises.
In 2022, the management will focus on the following work: first, expand and strengthen the main cement industry. It includes strengthening mineral resources management, production organization management, production technology management, material procurement management, marketing management, promoting the construction of safety production standardization, and promoting the construction of green mines, digital mines, green factories and intelligent factories. 2、 Vigorously develop emerging industries. Including accelerating the construction of cement kiln collaborative disposal projects, accelerating the construction of photovoltaic power generation projects, and actively looking for high-quality emerging industry investment projects. 3、 Integrate and improve the concrete industry. Including further strengthening the management of wholly-owned holding enterprises and the control of joint-stock concrete enterprises. 4、 Comprehensively strengthen enterprise operation and management.
3、 The financial statement of 2021 was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The report is detailed in cninfo（ http://www.cn.info.com.cn. ）。
The 2021 annual financial statement report needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
4、 The annual report for 2021 and its summary were deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
See cninfo for details of 2021 annual report（ http://www.cn.info.com.cn. ）, the summary of 2021 annual report (Announcement No.: 2022017) was published in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo on March 15, 2022（ http://www.cn.info.com.cn. ）Published on.
The 2021 annual report and its summary need to be submitted to the 2021 annual general meeting for deliberation.
5、 The plan on profit distribution of the company in 2021 was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention. Audited by ShineWing Certified Public Accountants (special general partnership), the company realized a net profit attributable to shareholders of the listed company of 183632469986 yuan, and the parent company realized a net profit of 163683607446 yuan. According to the articles of association, it was distributed according to the net profit of the parent company:
1. Net profit 163683607446 yuan
Plus: undistributed profit at the beginning of the year: 358329857964 yuan
Less: the distributed dividend of 2020 is 51141702173 yuan
2. The profit available for distribution is 470871763237 yuan
Since the legal surplus reserve withdrawn has reached 50% of the registered capital, it will not be withdrawn.
3. The profit available for investors is 470871763237 yuan
In combination with the company's operating performance, cash flow and future capital expenditure, the company plans to distribute cash dividends of 6.20 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of 1192275016 shares distributed at that time minus the shares repurchased in the special repurchase account. It is expected to distribute cash of 73921050992 yuan. No bonus shares will be given, no capital reserve will be converted into share capital, and the remaining undistributed profits will not be distributed temporarily, Used to replenish working capital of the company.
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchase, the shares in the special repurchase account do not enjoy the right of profit distribution. If the total amount of shares entitled to profit distribution of the company changes due to share repurchase and other reasons from the date of disclosure of this announcement to the date of equity distribution and equity registration, the company will adjust the total amount of dividends accordingly in accordance with the principle of unchanged distribution proportion per share.
The profit distribution plan complies with the profit distribution policy stipulated in the articles of association, and there is no significant difference between the cash dividend level and the average level of Listed Companies in the cement industry.
Independent directors have issued independent opinions on this proposal. See cninfo for details（ http://www.cn.info.com.cn. ）。 The plan needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The 2021 annual internal control evaluation report was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The report is detailed in cninfo（ http://www.cn.info.com.cn. ）。
Independent directors have issued independent opinions on the proposal, the board of supervisors has issued audit opinions on the report, and the accounting firm has issued an assurance report on the report. See cninfo for details（ http://www.cn.info.com.cn. ）。
7、 The 2021 social responsibility report was reviewed and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The report is detailed in cninfo（ http://www.cn.info.com.cn. ）。
8、 The 2021 annual environmental report was considered and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The report is detailed in cninfo（ http://www.cn.info.com.cn. ）。
9、 The proposal on confirming the provision of annual incentive bonus in 2021 was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention. The related directors Mr. Zhong Zhaohui, Mr. Zhong Jianwei, Mr. Lai Hongfei and Mr. He kunhuang have avoided voting on this proposal.
In accordance with the relevant provisions of the 20182023 employee stock ownership plan (Draft), the fourth employee stock ownership plan and the remuneration management system for directors, supervisors and senior managers, and audited by ShineWing Certified Public Accountants (special general partnership), the annual comprehensive income before the accrual of incentive awards in 2021 reached more than 1.8 billion yuan, The proportion of annual incentive bonus withdrawn according to regulations is 10%, and the specific amount withdrawn is 197.55 million yuan.
10、 The proposal on the renewal of ShineWing Certified Public Accountants (special general partnership) as the company's audit institution in 2022 was deliberated and adopted with 7 affirmative votes, 0 negative votes and 0 abstention.
The company plans to renew ShineWing Certified Public Accountants (special general partnership) as the company's audit institution in 2022 to provide the company with accounting statements and other relevant audit services for one year. The board of directors of the company requests the general meeting of shareholders of the company to authorize the management of the company to negotiate with ShineWing to determine the relevant audit fees according to the specific audit requirements and audit scope of the company in 2022.
The independent directors have expressed their prior approval opinions on this proposal and issued their agreed independent opinions. See cninfo for details（ http://www.cn.info.com.cn. ）。
The specific contents of the proposal are detailed in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo on March 15, 2022（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms (Announcement No.: 2022010).
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The proposal on related party transactions of deposit business in Meizhou Merchants Bank Co., Ltd. was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention. Zhong Zhaohui, a related director, has avoided voting on the proposal.
As one of the main sponsors of Meizhou Merchants Bank Co., Ltd. ("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.
Considering that the proposal on handling related party transactions of deposit and settlement business in Meizhou Merchants Bank Co., Ltd. approved by the 2020 annual general meeting of shareholders held on April 7, 2021 is about to expire, in order to support the development of various businesses of Meizhou Merchants Bank, The company (including subsidiaries within the scope of consolidated statements, the same below) plans to preferentially choose 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.
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.
Independent directors have issued prior approval opinions and agreed independent opinions on this proposal. See cninfo for details（ http://www.cn.info.com.cn. ）。
The specific contents of the proposal are detailed in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo on March 15, 2022（ http://www.cn.info.com.cn. ）Announcement on related party transactions of deposit business in Meizhou Merchants Bank Co., Ltd. (Announcement No.: 2022011).
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
12、 The proposal on the fifth phase of employee stock ownership plan was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention. The related directors Mr. Zhong Zhaohui, Mr. Zhong Jianwei, Mr. Lai Hongfei and Mr. He kunhuang have avoided voting on this proposal.
According to relevant laws, regulations and normative documents such as the company law, the securities law, the guiding opinions on the pilot implementation of employee stock ownership plan by listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the articles of association and the 20182023 employee stock ownership plan (Draft) According to the measures for the administration of employee stock ownership plan and other regulations, the company formulates the fifth employee stock ownership plan.
The fund of the fifth phase of ESOP comes from the net annual incentive bonus, and the duration is changed to 96 months. The company's annual business goal in 2022 is to achieve comprehensive income (net profit) of 1.9 billion yuan before the incentive bonus is withdrawn. The proportion of incentive bonus withdrawn in 2022 is determined according to the realized annual comprehensive income, and other conditions are consistent with the fourth employee stock ownership plan. The business objective is the internal production and operation objective proposed by the company itself, which is not a profit forecast and cannot be used as an investment basis. Please pay attention to investment risks.
The proportion of incentive bonus withdrawn in 2022 is determined according to the realized annual comprehensive income.
