Securities code: Guangdong Tapai Group Co.Ltd(002233) securities abbreviation: Guangdong Tapai Group Co.Ltd(002233) Announcement No.: 2022016
Guangdong Tapai Group Co.Ltd(002233)
Notice on convening the 2021 annual general meeting of shareholders
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.
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: 2021 annual general meeting of shareholders
The nature of this shareholders’ meeting is the annual shareholders’ meeting.
2. Convener of the general meeting of shareholders: the board of directors
The 19th meeting of the 5th board of directors of the company was held on March 14, 2022, and the proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
3. Legality and compliance of the meeting:
The convening of this general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules, normative documents, articles of association and other relevant provisions, such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and so on.
4. Time of meeting:
(1) On site meeting time: 14:00 p.m. on Thursday, April 7, 2022;
(2) Online voting time: April 7, 2022. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on April 7, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on April 7, 2022.
5. Meeting mode: the combination of on-site voting and online voting.
The company will use the trading system of Shenzhen Stock Exchange and Internet voting system（ http://wltp.cn.info.com.cn. ）Provide all shareholders with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time.
The shareholders of the company can only choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the first voting result shall prevail.
6. Equity registration date: March 31, 2022.
7. Attendees:
(1) As of the afternoon closing of March 31, 2022 (Thursday), all ordinary shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders and can entrust an agent in writing to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company (see Annex 2 for the power of attorney).
(2) Directors, supervisors and senior managers of the company.
(3) Lawyers employed by the company.
8. Venue: conference room on the fourth floor of Guangdong Tapai Group Co.Ltd(002233) office building, Jiaocheng Town, Jiaoling County, Guangdong Province.
2、 Matters considered at the meeting
Proposal name remarks
The column with this code checked can vote
General proposal: except cumulative voting proposal
100 all proposals √
Non cumulative voting proposal
1.00 review the work report of the board of directors in 2021 √
2.00 review the work report of the board of supervisors in 2021 √
3.00 review of 2021 financial final accounts report √
4.00 review of 2021 annual report and its summary √
5.00 review the plan for profit distribution of the company in 2021 √
Review on the renewal of ShineWing Certified Public Accountants (special general partnership)
6.00 is the proposal of the company’s audit institution in 2022 √
To review the regulations on handling deposit business in Meizhou Merchants Bank Co., Ltd
7.00 proposal on connected transactions √
8.00 deliberation on the proposal on the fifth employee stock ownership plan √
Deliberating on the revision of the remuneration management system for directors, supervisors and senior managers
9.00 degree proposal √
Review the “on Amending the articles of association” and submit it to the general meeting of shareholders to authorize the board of directors
10.00 proposal on handling industrial and commercial changes √
11.00 deliberation on the proposal on Amending the rules of procedure of the general meeting of shareholders √
12.00 deliberation on the proposal on Amending the rules of procedure of the board of directors √
13.00 deliberation on the proposal on Amending the decision-making system for connected transactions √
14.00 deliberation on the proposal on Revising the foreign guarantee decision-making system √
15.00 deliberation on the proposal on Amending the working system of independent directors √
The independent directors of the company will report on their duties at the 2021 annual general meeting of shareholders.
The above proposal was deliberated and adopted by 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, and the announcement on the resolutions of the 19th meeting of the 5th board of directors (Announcement No.: 2022008) The announcement of the resolution of the 10th meeting of the 5th board of supervisors (Announcement No.: 2022009) was published on China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on March 15, 2022（ http://www.cn.info.com.cn. ）Published on. The above proposals 1-9 and 11-15 are ordinary resolutions, which must be adopted by more than half of the effective voting rights held by the shareholders attending the meeting; The above proposal 10 is a special resolution, which must be passed by more than two-thirds of the effective voting rights held by the shareholders attending the meeting. The above-mentioned proposals 7 and 8 involve related shareholders’ avoidance of voting, and related related shareholders shall avoid voting.
The above proposals 5 to 9 will vote on small and medium-sized investors, and the votes will be counted separately, and the results of which will be disclosed in a timely manner. Except for the shareholders, supervisors and other executives who hold more than 5% of the shares of the listed company in total, it refers to the investors or other executives who hold more than 5% of the shares of the listed company alone.
3、 Meeting registration measures
1. Registration method:
(1) Natural person shareholders must register with their own ID card and shareholding certificate; Those who entrust an agent to attend the meeting shall register with their ID card, power of attorney and shareholding certificate;
(2) If the legal representative of the legal person shareholder attends the meeting, it shall register with a copy of the business license (with official seal), the identity certificate of the legal representative and the certificate of shareholding; If the agent entrusted by the legal representative attends the meeting, he / she shall register with his / her ID card, copy of business license (stamped with official seal), power of attorney and shareholding certificate;
(3) Non local shareholders may register by written letter or fax, which shall be subject to the time of arrival at the company.
2. Registration time:
9:00-11:30 a.m. and 14:30-17:00 p.m. on April 6, 2022;
9:00-11:30 am, April 7, 2022.
3. Registration place: Guangdong Tapai Group Co.Ltd(002233) office building, lobby on the first floor;
Registered address of the letter: Securities Department of Jiaocheng town (tapai building), Jiaoling County, Guangdong Province. Please indicate the words “general meeting of shareholders” on the letter;
Postal Code: 514199;
Tel.: 07537887036;
Fax: 07537887233.
4. Requirements for the trustee to submit documents during registration and voting:
(1) If an individual shareholder entrusts an agent to attend the meeting, the agent shall show his valid ID card, power of attorney of the shareholder and shareholding certificate.
(2) If the legal representative entrusts an agent to attend the meeting, the agent shall present his ID card, written power of attorney and shareholding certificate issued by the legal representative of the legal person shareholder unit according to law.
(3) If the principal is a legal person, its legal representative or the person authorized by the resolution of the board of directors or other decision-making body shall attend the general meeting of shareholders of the company as a representative.
(4) The trustor shall exercise the voting right according to the number of voting shares it represents, and each share shall have one vote. The power of attorney shall indicate whether the principal or agent can vote according to their own will without specific instructions from the principal.
5. Meeting contact information:
Company address: Department of Guangdong Tapai Group Co.Ltd(002233) securities, Jiaocheng Town, Jiaoling County, Guangdong Province
Contact: Song Wenhua
Tel: 07537887036
Fax: 07537887233
Postal Code: 514199
mail box: [email protected].
6. Meeting expenses: the on-site meeting will last for half a day, and the transportation, accommodation and other expenses of the shareholders or agents attending the meeting shall be borne by themselves.
4、 Specific operation process of participating in online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform. Shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Vote. See Annex 1 for the specific operation process of online voting.
5、 Documents for future reference
1. Guangdong Tapai Group Co.Ltd(002233) the resolution of the 19th meeting of the 5th board of directors;
2. Guangdong Tapai Group Co.Ltd(002233) the resolution of the 10th meeting of the 5th board of supervisors.
It is hereby announced
Guangdong Tapai Group Co.Ltd(002233) board of directors
March 14, 2022
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 223363.
2. Voting abbreviation: Tower voting.
3. Fill in the voting opinions or election votes.
For non cumulative voting proposals, fill in the voting opinions, agree, disagree and abstain.
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all other proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholder votes on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinion of the general proposal shall prevail.
2、 Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on April 7, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
3、 Voting procedure through Internet voting system
1. The Internet voting system starts voting at 9:15 a.m. on April 7, 2022 (the day of the on-site general meeting) and ends at 3:00 p.m. on April 7, 2022 (the day of the end of the on-site general meeting).
2. Shareholders who conduct online voting through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for online investor service identity authentication business of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can log in to the Internet voting system http://wltp.cn.info.com.cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com.cn. Through the Internet of Shenzhen Stock Exchange within the specified time
