Guangdong Tapai Group Co.Ltd(002233) independent director
Independent 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 self regulatory guidelines for 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, we are the independent directors of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as the “company”), The independent opinions on the relevant proposals considered at the 19th meeting of the 5th board of directors of the company are as follows:
1、 Special instructions and independent opinions on the company’s capital transactions with related parties in 2021, cumulative and current external guarantees
In accordance with the relevant provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and the articles of Association issued by the CSRC in conjunction with the Ministry of public security, the SASAC and the China Banking and Insurance Regulatory Commission, as independent directors of the company, we are responsible for the accumulated and current external guarantees of the company Relevant accounting materials such as the occupation of funds by related parties have been carefully checked, and the following special instructions and independent opinions have been issued:
1. The controlling shareholders and other related parties of the company do not occupy the company’s funds for non operating purposes, nor do they occupy funds illegally by related parties that occurred in previous years and accumulated to December 31, 2021;
2. The company does not provide guarantee for the controlling shareholder, other related parties holding less than 50% of the company, any unincorporated unit or individual; As of December 31, 2021, the total amount of external guarantee of the company does not exceed 50% of the net assets in the consolidated financial statements of the latest fiscal year;
3. As of December 31, 2021, the company has no external guarantee.
To sum up, we believe that the company has strictly implemented the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies and other documents, and can strictly control the risk of fund occupation and external guarantees of related parties. 2、 Independent opinions on related party transactions of the company in 2021
We have checked the related party transactions occurred during the reporting period and the related party transactions disclosed in the annual report. We believe that the related party transactions of the company have fulfilled the corresponding procedures, and there is no non-standard or violation of laws and regulations in the decision-making procedures, information disclosure and transaction pricing of related party transactions, and there is no damage to the interests of the company and all shareholders.
3、 Independent opinions on the company’s profit distribution plan in 2021
After verification, we believe that the company’s profit distribution plan for 2021 prepared by the company with full consideration of various factors such as cash flow status, capital demand and future development is in line with the actual situation of the company’s operation and the needs of long-term development, conducive to safeguarding the interests of all shareholders of the company, and there is no damage to the rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree to the company’s profit distribution plan for 2021 and agree to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the 2021 internal control evaluation report of the company
According to the working system of annual report of independent directors and other relevant provisions, after verification, we believe that the company has established a relatively perfect internal control system, all internal control systems comply with the relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies, the internal control system is effectively implemented, and the operation of the company is standardized and healthy. The company’s 2021 internal control evaluation report objectively and truly reflects the construction and legal compliance operation of the company’s internal control system.
To sum up, we agree with the 2021 internal control evaluation report issued by the company.
5、 Independent opinion on the reappointment of the audit institution in 2022
ShineWing is qualified for auditing securities and futures related businesses, has the professional ability, experience and qualification to provide audit services for the company, has the due independence and investor protection ability, has no bad records, and can meet the requirements of the company’s audit work. The review procedure of the company’s renewal of the accounting firm complies with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, we agree to appoint ShineWing as the company’s audit institution in 2022, and agree that the board of directors will submit the proposal to the general meeting of shareholders for deliberation.
6、 Independent opinions on the company’s securities investment in 2021
According to the information provided by the company and the information we have, we believe that: during the reporting period, the company established a relatively comprehensive internal control system for securities investment, and the securities investment of the company 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.
7、 Independent opinions on the remuneration of directors and senior managers of the company in 2021
According to the relevant resolutions of the board of directors and the general meeting of shareholders and the company’s production and operation in 2021, we reviewed the remuneration of directors and senior managers disclosed in the annual report of 2021. We believe that the remuneration of directors and senior managers in 2021 is in line with the provisions of the company’s remuneration management system for directors, supervisors and senior managers.
8、 Independent opinions on related party transactions of deposit business in Meizhou Merchants Bank Co., Ltd
After verification, we believe that:
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, Mr. Zhong Zhaohui, a related director, avoided voting as required, and the deliberation procedure was legal and compliant.
To sum up, we agree that the company handles the related party transactions of deposit business in Meizhou Merchants Bank Co., Ltd. and agree to submit the proposal to the general meeting of shareholders for deliberation.
9、 Independent opinions on the fifth employee stock ownership plan
1、 The fifth phase of the company’s employee stock ownership plan is based on 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, and the articles of association and the 20182023 employee stock ownership plan (Draft) And the measures for the administration of employee stock ownership plans.
2. The fifth phase of the company’s employee stock ownership plan follows the principles of legal compliance, voluntary participation and risk-taking. There is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment, forced distribution and so on.
3. The implementation of the fifth phase of the company’s employee stock ownership plan is conducive to further establish and improve the long-term incentive and restraint mechanism of CO creation and sharing, fully mobilize the enthusiasm of managers and employees, enhance the attractiveness and cohesion of the company, realize the consistency of the interests of the company, shareholders and employees, improve the core competitiveness of the company, and contribute to the sustainable development of the company, There is no situation that damages the interests of the company and all shareholders.
To sum up, we agree to the fifth employee stock ownership plan of the company.
10、 Independent opinions on repurchasing shares of the company
1. The company’s share repurchase plan complies with the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other relevant provisions. The deliberation and voting procedures of the board of directors comply with the relevant provisions of laws and regulations and the articles of association.
2. The company’s share repurchase is intended to implement the employee stock ownership plan, which is conducive to establishing and improving the benefit sharing and risk sharing mechanism between the company, shareholders and employees, fully mobilize the enthusiasm of the company’s employees, promote the sustainable and healthy development of the company, and bring sustained and stable returns to shareholders. This share repurchase is necessary.
3. The capital of the company’s share repurchase this time comes from the company’s own funds, and the repurchase price is fair and reasonable. This repurchase will not have a significant impact on the company’s operation, financial status and future development, and will not affect the company’s listing status. This share repurchase is feasible.
4. The repurchase of the company is carried out in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In conclusion, we believe that the share repurchase plan of the company is legal and compliant, necessary and feasible, in line with the interests of the company and all shareholders, and agree to the share repurchase plan.
11、 Independent opinions on using idle self owned funds for securities investment in 2022
1. By verifying the source of funds, it is determined that the funds to be invested in securities are the company’s own funds.
2. At present, the company’s production and operation are normal and its financial status and cash flow are good. In view of the expiration of the period for using idle self owned funds for securities investment deliberated and approved at the 10th meeting of the Fifth Board of directors held on March 14, 2021, the company uses some idle self owned funds for securities investment on the premise of ensuring the liquidity and safety of funds, It is conducive to improving the company’s fund use efficiency and fund income level, enhancing the company’s profitability, without adverse impact on the company’s production and operation, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3. The decision-making procedure for this matter is legal and compliant. The board of directors of the company has formulated practical and effective risk investment management system, investment management system and other risk control measures, so that the safety of funds can be effectively guaranteed and the investment risk can be effectively controlled.
In conclusion, we agree with the proposal on using idle self owned funds for securities investment in 2022.
12、 Independent opinions on using idle self owned funds for entrusted financial management in 2022
1. By verifying the source of funds, it is determined that the funds to be entrusted for financial management are the company’s own funds.
2. At present, the company’s production and operation are normal and its financial status and cash flow are good. In view of the expiration of the period for cash management with its own funds of 1.8 billion yuan, which was deliberated and approved at the third meeting of the Fifth Board of directors on March 26, 2020, the company uses some idle own funds for entrusted financial management on the premise of ensuring the liquidity and safety of funds, It is conducive to improving the company’s fund use efficiency and fund income level, enhancing the company’s profitability, without adverse impact on the company’s production and operation, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3. The decision-making procedure for this matter is legal and compliant. The board of directors of the company has formulated practical and effective risk investment management system, investment management system and other risk control measures, so that the safety of funds can be effectively guaranteed and the investment risk can be effectively controlled.
In conclusion, we agree with the proposal on using idle self owned funds for entrusted financial management in 2022.
13、 Independent opinions on using idle self owned funds to cooperate with professional institutions to invest in emerging industries in 2022
1. By verifying the source of funds, it is determined that the funds the company plans to invest in emerging industries in cooperation with professional institutions are the company’s own funds.
2. At present, the company has normal production and operation, good financial status and cash flow. On the premise of ensuring capital liquidity and safety, while based on its main business, the company moderately carries out investment in emerging industries in cooperation with professional institutions, which is conducive to the long-term rolling cultivation of emerging business growth points of enterprises, balancing the cyclical fluctuation risk of single industry, and optimizing the medium and long-term strategic resource allocation, It is conducive to the continuous and stable creation of development opportunities and profit growth points for the company, which is in line with the interests of the company and all shareholders, will not have an adverse impact on the production and operation of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3. The decision-making procedure for this matter is legal and compliant. The board of directors of the company has formulated practical and effective risk investment management system, investment management system and other risk control measures, so that the safety of funds can be effectively guaranteed and the investment risk can be effectively controlled.
To sum up, we agree with the proposal on using idle self owned funds to cooperate with professional institutions to invest in emerging industries in 2022.
(there is no text on this page, which is the signature page of Guangdong Tapai Group Co.Ltd(002233) independent directors’ independent 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 14, 2022
