Guangdong Tapai Group Co., Ltd.

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II. Procedures for voting through the Shenzhen Stock Exchange trading system

  1. Voting time: Trading hours on April 10, 2026, from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00.

  2. Shareholders can log in to their securities company’s trading client to vote through the trading system.


III. Procedures for voting through the Shenzhen Stock Exchange internet voting system

  1. The internet voting system begins voting at 9:15 on April 10, 2026, and ends at 15:00.

  2. Shareholders voting via the internet system must complete identity verification according to the “Shenzhen Stock Exchange Listed Company Shareholder Meeting Online Voting Implementation Rules” and the “Shenzhen Stock Exchange Internet Voting Business Shareholder Identity Authentication Instructions,” obtaining a “SZSE Digital Certificate” or “SZSE Investor Service Password.” Specific authentication procedures can be found in the Internet Voting System Rules and Guidelines section.

  3. Using the obtained service password or digital certificate, shareholders can log in to the Shenzhen Stock Exchange internet voting system within the specified time to cast their votes.


Attachment 2

Guangdong Tapai Group Co., Ltd.

2025 Annual Shareholders Meeting Proxy Authorization Letter

I hereby appoint ________ (Mr./Ms.) to represent me (or my entity) to attend the 2025 Annual Shareholders Meeting of Guangdong Tapai Group Co., Ltd., convened on April 10, 2026, and to exercise voting rights on my (or our) behalf as follows:

Shareholders’ Proposal Voting Opinion Form

Principal’s Name (Seal):

Principal’s ID Number (Social Credit Code):

(If the principal is a legal entity shareholder, the official seal of the legal entity must be affixed.)

Principal’s Shareholder Account: Shares Held:

Agent: Agent’s ID Number:

Issue Date: Validity Period of Authorization:

Stock Code: 002233 Stock Abbreviation: Tapai Group Announcement No.: 2026-021


Guangdong Tapai Group Co., Ltd.

Announcement on Hosting the 2025 Annual Performance Online Briefing

The company and all board members guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or major omissions.

Guangdong Tapai Group Co., Ltd. (hereinafter referred to as “the Company”) disclosed the “2025 Annual Report” and its summary on March 19, 2026. To help investors better understand the company’s 2025 operational status, the company has decided to hold an online briefing on the 2025 annual performance. Details are as follows:

  1. Time, location, and method of the briefing
  • Date and time: March 30, 2026 (Monday), 15:00-17:00

  • Location: Value Online (www.ir-online.cn)

  • Method: Online interactive session

  1. Participants

Participants include Chairman Zhong Zhaohui, Directors, General Manager, and Board Secretary Lai Hongfei, CFO Liu Qing, Independent Director Diao Yingfeng, among others.

  1. How investors can participate

Investors can log in at www.ir-online.cn during 15:00-17:00 on March 30, 2026, to participate.

  1. Other matters

The company will prepare and disclose an investor relations activity record after the briefing.

We welcome all investors to actively participate.

This announcement is hereby made.

Guangdong Tapai Group Co., Ltd. Board of Directors

March 19, 2026


Guangdong Tapai Group Co., Ltd.

2026 Employee Stock Ownership Plan (Summary)

March 2026

Special Reminder

  1. The “Guangdong Tapai Group Co., Ltd. 2026 Employee Stock Ownership Plan” (hereinafter referred to as “2026 Employee Plan”) is formulated in accordance with the “Company Law,” “Securities Law,” “Shenzhen Stock Exchange Listing Rules,” “Shenzhen Stock Exchange Listed Company Self-Regulation Guidelines No. 1—Main Board Listed Company Standard Operation,” “Guiding Opinions on Implementing Employee Stock Ownership Plans for Listed Companies,” and other laws, regulations, normative documents, the Articles of Association, and the “Draft 2024-2026 (Second Round) Employee Stock Ownership Plan of Guangdong Tapai Group Co., Ltd.”

  2. The 2026 Employee Plan corresponds to the 2026 fiscal year.

  3. Participants include certain directors, senior management, and other formal employees determined by the company’s board of directors, approximately 540 people.

  4. Funding source: net annual incentive bonuses (after deducting employee individual income tax and cash disbursements).

The proportion of annual incentive bonuses accrued and cash disbursed is determined based on the company’s annual comprehensive profit, as follows:

The specific cash disbursement ratio is determined by the Board Compensation and Assessment Committee based on the company’s annual comprehensive profit and the income of the incentive recipients within the “cash disbursement cap.” If the audit opinion is qualified or cannot express an opinion, no annual incentive bonus will be accrued for that year.

Given the company’s business includes traditional, emerging, and environmental industries, the Board and Compensation and Assessment Committee will refine the annual comprehensive profit targets and accrual ratios for each industry based on their operational performance, within the framework of the above profit indicators.

The calculation formulas for annual incentive bonuses for each industry are as follows:

Traditional Industry Incentive Bonus = Traditional Industry Annual Comprehensive Profit × Accrual Ratio

Emerging Industry Incentive Bonus = Emerging Industry Annual Comprehensive Profit × Accrual Ratio

Environmental Industry Incentive Bonus = Environmental Industry Annual Comprehensive Profit × Accrual Ratio

The Board may adjust the funding source and the annual incentive bonus accrual ratio and cash disbursement ratio based on actual business conditions, within the scope of the above framework.

The 2026 Employee Plan does not involve third parties providing rewards, subsidies, or guarantees for participants, nor does it involve financial assistance or loan guarantees from the company.

  1. The source of stocks involved in the plan: stocks repurchased by the company or purchased on the secondary market.

  2. The purchase price for repurchased stocks will be the lower of the closing price on the day of the next year’s Board meeting and the average cost of the repurchased stocks.

  3. Scale of stocks involved in the plan

The total number of shares held by all effective employee stock ownership plans shall not exceed 10% of the company’s total share capital, and the total shares allocated to any single employee shall not exceed 1% of the company’s total share capital. Shares obtained before the company’s initial public offering, purchased on the secondary market, or obtained through equity incentives are excluded.

Based on the funding sources and allocation ratios of the 2024-2026 employee stock ownership plan, thorough calculations show that the total shares held by all effective plans will never exceed 10% of the company’s total share capital, and any individual’s shares will not exceed 1%, complying with the “Guiding Opinions on Implementing Employee Stock Ownership Plans for Listed Companies” and relevant laws and regulations.

  1. The plan’s duration is 96 months, starting from the date of stock registration after the announcement.

  2. Lock-up period for stocks obtained: 12 months from the date of stock registration after the announcement.

  3. The plan is managed by the company itself. The company will establish an Employee Stock Ownership Plan Management Committee to exercise shareholder rights on behalf of the plan. During the plan’s duration, the committee may hire professional agencies for daily management and consulting services.

  4. Financial, accounting, and tax issues related to the plan will be handled according to relevant financial systems, accounting standards, and tax policies. Employees are responsible for paying personal income tax arising from the plan.

  5. Implementation of the plan will not affect the company’s compliance with listing requirements regarding shareholding distribution.


Definitions

Unless otherwise specified, the following abbreviations in the 2026 Employee Plan refer to the following meanings:

Note: Some totals in this plan may differ slightly due to rounding.


I. Purpose of the Plan

The 2026 Employee Stock Ownership Plan is formulated in accordance with the “Company Law,” “Securities Law,” “Shenzhen Stock Exchange Listing Rules,” “Guiding Opinions on Implementing Employee Stock Ownership Plans,” and other laws, regulations, and normative documents, as well as the Articles of Association and the draft “2024-2026 (Second Round) Employee Stock Ownership Plan” of Guangdong Tapai Group Co., Ltd. The main purpose and significance are to:

  • Further establish and improve a long-term incentive and restraint mechanism based on shared creation and sharing;

  • Fully motivate management and employees;

  • Enhance the company’s attractiveness and cohesion;

  • Achieve alignment of interests among the company, shareholders, and employees;

  • Improve core competitiveness;

  • Promote stable, healthy, and long-term development of the company.


II. Basic Principles of the Plan

(1) Legal and compliant principle

The company shall implement the plan strictly in accordance with laws and regulations, perform procedures properly, and disclose information truthfully, accurately, completely, and timely. No one shall use the plan for insider trading, market manipulation, or securities fraud.

(2) Voluntary participation principle

Participation in the plan is voluntary; employees participate at their own will. The company shall not impose or force employees to participate through mandatory allocation or other means.

(3) Risk assumption principle

Participants bear their own gains and losses; risks are self-managed and self-responsible, with equal rights among investors.


III. Participants, Funding Sources, and Share Allocation Methods

(1) Participants

The 2026 Employee Plan’s participants include certain directors, senior management, and other formal employees as specified in the second-round plan draft, approximately 540 people.

(2) Funding sources

The plan’s funding comes from net annual incentive bonuses (after deducting employee individual income tax and cash disbursements).

The proportion of accrued bonuses and cash disbursements is determined based on the company’s annual comprehensive profit, as follows:

The specific cash disbursement ratio is determined by the Board Compensation and Assessment Committee based on the company’s annual comprehensive profit and the income of the incentive recipients within the “cash disbursement cap.” If the audit opinion is qualified or cannot be expressed, no bonus will be accrued that year.

Considering the company’s business includes traditional, emerging, and environmental industries, the Board and Compensation and Assessment Committee will refine the profit targets and accrual ratios for each industry based on their operational performance, within the overall profit framework.

The formulas for calculating bonuses for each industry are:

Traditional Industry Bonus = Traditional Industry Annual Profit × Accrual Ratio

Emerging Industry Bonus = Emerging Industry Annual Profit × Accrual Ratio

Environmental Industry Bonus = Environmental Industry Annual Profit × Accrual Ratio

The Board may adjust the funding source and ratios based on actual business conditions within the above framework.

The plan does not involve third-party rewards, subsidies, or guarantees, nor does it involve financial assistance or loan guarantees from the company.

(3) Share allocation method

The “annual incentive bonus” allocated to each participant is based on the post-tax amount of the bonus paid into the plan, with 1.00 yuan equaling 1 share of the plan.

(4) Shareholding details

  • The shareholding of participants is proportional to their allocated bonus amount, calculated based on the bonus paid into the plan.

  • The maximum shareholding proportion for directors and senior management is 29.616%, with adjustments for new appointments within the limit.

  • The total shares held by all participants will not exceed 10% of the company’s total share capital, and individual holdings will not exceed 1%, in compliance with relevant regulations.


IV. Stock Source and Scale

(1) Stock source and price

The stocks involved are from the company’s repurchased shares or secondary market purchases.

The purchase price for repurchased stocks will be the lower of the closing price on the Board meeting day of the following year and the average cost of the repurchased stocks.

(2) Scale of stocks involved

The total shares held by all effective employee stock ownership plans shall not exceed 10% of the company’s total share capital, and individual holdings shall not exceed 1%. Shares obtained before IPO, on the secondary market, or through incentives are excluded.

Based on the funding sources and participant ratios, calculations show total shares will not exceed 10%, and individual holdings will not exceed 1%, complying with relevant regulations.


V. Duration and Lock-up Period

(1) Duration

  • The plan’s basic duration is 96 months, starting from the stock registration date after announcement.

  • The company will disclose the number of stocks held and their proportion of total share capital six months before expiration.

  • The plan may be extended upon approval before expiration.

(2) Lock-up period

  • Stocks obtained are locked for 12 months from registration date.

  • The lock-up is set according to relevant regulations, balancing incentives and restrictions.

  • Other trading restrictions: The plan will strictly follow market rules, prohibiting trading during blackout periods such as before financial disclosures or during major events, and in accordance with laws and regulations.


VI. Management Mode

The plan’s authority is vested in the holder meeting, with an Employee Stock Ownership Plan Management Committee responsible for exercising shareholder rights. The committee may hire professional agencies for daily management.

The Board is responsible for drafting and amending the plan and other related matters within the scope of shareholder authorization.

The Compensation and Assessment Committee will evaluate whether the plan benefits sustainable development and does not harm shareholders’ rights.


VII. Rights and Obligations of Holders

(1) Rights

  • Attend holder meetings and exercise voting rights;

  • Enjoy rights proportional to their shares in the plan.

(2) Obligations

  • Contribute funds within the agreed period;

  • Bear risks and losses independently;

  • Cannot request separate asset distribution during the plan;

  • Comply with the plan management rules.


VIII. Participation in Company Financing During the Plan

Participants have rights to attend meetings, propose, vote, and receive dividends, bonds, stock dividends, rights issues, and bond placements. During the plan, if the company raises funds via non-public issuance, rights issues, or convertible bonds, the management committee will decide on participation, subject to Board approval.


IX. Accounting Treatment and Impact on Business Performance

(1) Funding from accrued bonuses

Bonuses are recognized as employee compensation expenses per accounting standards, affecting net profit.

(2) Stock source from repurchased shares

Accounting follows relevant standards for equity-settled share-based payments, including recording repurchases as treasury shares, recognizing costs, and adjusting capital reserves upon exercise.

(3) Impact on performance

Bonuses and costs from the plan influence current profits; if the repurchase price is below fair value, expenses are recognized accordingly, affecting net profit.


X. Changes and Termination

(1) Changes

Within the plan’s framework, amendments require approval by holders representing over 2/3 of shares at the holder meeting and Board approval.

(2) Termination

  • Upon expiration, the plan is terminated, and the management committee will settle and distribute shares.

  • The plan may be terminated early upon approval before expiration.


XI. Special Disposal of Holders’ Rights

(1) During the plan, shares cannot be transferred or withdrawn.

(2) If certain conditions occur (e.g., resignation, breach, misconduct, or death), the company may buy back shares at 50% of original purchase price and reallocate to qualified employees.

(3) Changes in employment status or death do not alter existing rights, except in cases of misconduct or breach, which may lead to forfeiture or buyback.


XII. Post-Expiration Share Disposal

  • During the plan, holders cannot request asset distribution.

  • The company may manage the plan’s market value, including pledge, buy/sell, or cash distribution, in compliance with laws.

  • After expiration, the company will disclose the stock holdings and plan disposition.

  • If a holder causes losses or damages due to misconduct, the company may deduct compensation from the holder’s bonuses.


XIII. Other Important Matters

  • Approval of the plan does not guarantee employment or service duration; employment remains governed by labor contracts.

  • Financial, accounting, and tax treatments follow applicable standards; employees bear personal income tax.

  • The company reserves the right to interpret the plan.

Guangdong Tapai Group Co., Ltd. Board of Directors

March 18, 2026

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