Securities code: Guangdong Tapai Group Co.Ltd(002233) securities abbreviation: Guangdong Tapai Group Co.Ltd(002233) Announcement No.: 2022009 Guangdong Tapai Group Co.Ltd(002233)
Announcement of resolutions of the 10th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
According to the articles of association of Guangdong Tapai Group Co.Ltd(002233) company (hereinafter referred to as the “articles of association”) and the rules of procedure of the board of supervisors, Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as the “company”) issued the notice on convening the 10th meeting of the 5th board of supervisors to all supervisors by mail, information, personal delivery and other means on March 1, 2022. On March 14, 2022, the company held the 10th meeting of the 5th board of supervisors in the conference room on the fourth floor of the company’s headquarters office building. The meeting was presided over by Mr. Chen Yuzhan, chairman of the board of supervisors. Three supervisors should be present at this meeting and three actually present. The Secretary of the board of directors and securities affairs representative of the company attended the meeting as nonvoting delegates. The convening and voting procedures of the meeting comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association.
After careful deliberation, the attending supervisors adopted the following resolutions:
1、 The 2021 annual work report of the board of supervisors was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
See the work report of the board of supervisors in 2021 for details（ http://www.cn.info.com.cn. ）。
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The financial final accounts report for 2021 was reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
See cninfo for details of the 2021 financial statement（ http://www.cn.info.com.cn. ）。
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 The annual report for 2021 and its summary were deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
After review, the board of supervisors believes that the procedures of the 2021 annual report and its summary prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The full text of the annual report is detailed in the tide information（ http://www.cn.info.com.cn. ）The summary of the annual report 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. )。
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 The 2021 profit distribution plan of the company was approved by 3 affirmative votes, 0 negative votes and 0 abstention votes
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
At that time, when the company repurchases the shares, the remaining cash will not be distributed to all shareholders (excluding the cash reserve of RMB 105501609), and the remaining cash will not be distributed to all shareholders when the company repurchases the shares (excluding the cash reserve of RMB 1051009), and the remaining cash will not be distributed to all shareholders.
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 proposal can only be implemented after being submitted to the 2021 annual general meeting of shareholders for deliberation and approval.
5、 The 2021 annual internal control evaluation report was reviewed and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
The accounting firm has issued an agreed assurance report on the report. See cninfo for details（ http://www.cn.info.co m.c n）。 See cninfo for details of internal control evaluation report in 2021（ http://www.cn.info.com.cn. )。
6、 The proposal on handling related party transactions of deposit business in Meizhou Merchants Bank Co., Ltd. was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
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.
For details, please refer to the announcement of China Securities Times Co., Ltd. on dealing with deposits in Shanghai Securities Daily on February 15, 2023（ http://www.cn.info.com.cn. ）。
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The proposal on Amending the remuneration management system for directors, supervisors and senior managers was deliberated and adopted with 3 affirmative votes, 0 negative votes and 0 abstention
In order to actively respond to the changes brought by the double carbon policy to the cement industry and take precautions, the company plans to reduce the basic annual salary of some supervisors by 20% from January 2022.
See cninfo for the full text of the remuneration management system for directors, supervisors and senior managers (revised in March 2022)（ http://www.cn.info.com.cn. ）。
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 By 3 affirmative votes, 0 negative votes With 0 abstention, the proposal on the fifth phase of employee stock ownership plan was deliberated and passed. In accordance with 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 other relevant laws, regulations and normative documents, As well as the articles of association, 20182023 employee stock ownership plan (Draft), measures for the administration of employee stock ownership plan and other provisions, the company plans to formulate 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.
No. proportion of annual comprehensive income before incentive bonus is accrued
Less than RMB12 billion 5%
2.12-1.4 billion yuan 6%
3.14-1.6 billion yuan 7%
4.16-1.8 billion yuan 8%
More than RMB 518 billion 10%
See cninfo for details of the fifth employee stock ownership plan（ http://www.cn.info.com.cn. ）。
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
It is hereby announced
Guangdong Tapai Group Co.Ltd(002233) board of supervisors
March 14, 2022
