Beijing Jiayuan law firm on the first extraordinary general meeting of shareholders in Gf Securities Co.Ltd(000776) 2022
Legal opinion
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
Beijing, Shanghai, Shenzhen, Hong Kong, Guangzhou, Xi’an
To: Gf Securities Co.Ltd(000776)
Beijing Jiayuan law firm
About Gf Securities Co.Ltd(000776)
The first extraordinary general meeting of shareholders in 2022
Legal opinion
Jiayuan (2022) – 04-058 Dear Sirs:
Entrusted by Gf Securities Co.Ltd(000776) (hereinafter referred to as “the company”), Beijing Jiayuan law firm (hereinafter referred to as “the firm”) appointed lawyers to attend the company’s first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as “the general meeting of shareholders”) and carried out necessary verification work, In accordance with the company law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies and other laws and regulations, as well as the provisions of the Gf Securities Co.Ltd(000776) articles of Association (hereinafter referred to as the “articles of association”), legal opinions are hereby issued on the convening and convening procedures, the qualifications of conveners and attendees, voting procedures, voting results and other matters of the general meeting of shareholders as follows:
1、 Convening and convening procedures of this general meeting of shareholders
1. The general meeting of shareholders is convened by the board of directors of the company. On January 10, 2022, the 20th meeting of the 10th board of directors of the company deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to convene the first extraordinary general meeting of shareholders in 2022.
2. On January 11, 2022, the company held the general meeting of shareholders on the websites of China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) (hereinafter collectively referred to as “designated information disclosure media”) issued the notice of Gf Securities Co.Ltd(000776) on convening the first extraordinary general meeting of shareholders in 2022. On February 8, 2022, the company issued a suggestive announcement on convening the shareholders’ meeting in the designated information disclosure media. The announcement specifies the time, place and time of the shareholders’ meeting
3. The shareholders’ meeting was held by combining on-site voting and online voting. The company provides online voting platform for A-share shareholders of the company through the trading system of Shenzhen Stock Exchange and Internet voting system.
4. The on-site meeting of the general meeting of shareholders will be held at 14:30 p.m. on Thursday, February 10, 2022, in conference room 4008, 40 / F, Gf Securities Co.Ltd(000776) building, No. 26 Machang Road, Tianhe District, Guangzhou, Guangdong Province.
5. The time for shareholders to vote online through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on Thursday, February 10, 2022, The time for online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on Thursday, February 10, 2022.
6. At 14:30 p.m. on Thursday, February 10, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled in conference room 4008, 40 / F, building Gf Securities Co.Ltd(000776) 26 Machang Road, Tianhe District, Guangzhou. The meeting was presided over by Mr. Lin Chuanhui, chairman of the company.
The exchange believes that the convening and convening procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association.
2、 Qualification of attendees of the general meeting of shareholders
1. According to the registration data, power of attorney and other supporting documents of the shareholders or their entrusted agents attending the on-site meeting of the company and the data provided by Shenzhen Securities Information Co., Ltd., there are 124 shareholders or their entrusted agents attending the on-site meeting of shareholders and shareholders voting through the Internet, representing 3945065911 shares, Accounting for 51.7651% of the total voting shares of the company. Among them, 122 shareholders of RMB common shares (“A shares”) or their entrusted agents attended the general meeting, representing 3415921885 shares, accounting for 44.8220% of the total voting shares of the company (113 shareholders voted online, representing 186263858 shares, accounting for 2.4441% of the total voting shares of the company); There were 2 Shareholders of overseas listed foreign shares (“H shares”) or their entrusted agents attending the general meeting, representing 529144026 shares, accounting for 6.9432% of the total voting shares of the company.
2. Some directors, all supervisors, Secretary of the board of directors and lawyers of the firm attended the shareholders’ meeting
Other persons attending the shareholders’ meeting as nonvoting delegates are the senior management of the company and the Hong Kong Central Securities Registration Co., Ltd
Staff of the company and other relevant intermediaries.
The exchange believes that the qualification of A-share shareholders of the company attending the general meeting of shareholders is in line with relevant laws and regulations and the
Provisions of the articles of association of the company. The qualification of H-share shareholders of the company attending the general meeting of shareholders shall be registered by the Central Securities Corporation of Hong Kong
The company shall be recognized as a limited company.
3、 Voting procedures and results of this general meeting of shareholders
（1） The shareholders’ meeting deliberated on the proposals listed in the meeting notice, and the meeting adopted on-site voting
Combined with online voting. Shareholders attending the on-site meeting of the general meeting of shareholders and their entrustment
The proxy has voted on the matters listed in the meeting notice one by one by voting, and the proxy has used the Internet to vote
Shareholders voted through the trading system of Shenzhen Stock Exchange and Internet voting system.
（2） After the on-site voting of the general meeting of shareholders, the representatives of shareholders, supervisors and shareholders of the company shall
The staff and lawyers of Hong Kong Central Securities Registration Co., Ltd. monitored the on-site voting.
（3） After the online voting of this shareholders’ meeting, Shenzhen Securities Information Co., Ltd. provided the company with
Voting statistics of this online voting.
（4） According to relevant rules, the voting results of on-site voting and online voting shall be combined and counted, and the results shall be considered at the meeting
All proposals were passed legally, as follows:
Sequential shareholders agree to oppose abstention. Whether the name type of proposal No. is approved by the proportion of shares, the proportion of shares, the proportion of shares
On election of A-Shares 3414691395 99.9640% 1227390 0.0359% 3100 0.0001%
The 10th Session of the board of directors raised 19.4226% of the total shares of 4527.377% of the total shares of 43516.477% of the total shares
The total number of the executive directors of the board of directors is 3929039051 99.5937% 14045344 0.3560% 1981516 0.0502%
case
Note: the sum of the partial total and the sum of each addition may be slightly different in the mantissa. These differences are due to rounding
It’s caused by intrusion.
Among them, A-share small and medium-sized investors (excluding directors, supervisors, senior managers and individual or
The voting situation of the shareholders (other than the shareholders holding more than 5% of the company’s shares in total) is as follows:
I agree against the waiver
Name of proposal No
Proportion of shares proportion of shares proportion of shares
1 proposal on the election of executive directors of the 10th board of directors 225485224 99.4573% 1227390 0.5414% 3100 0.0014%
The exchange believes that the voting procedures of this general meeting of shareholders comply with the provisions of relevant laws and regulations and the articles of association,
The voting result is legal and valid.
4、 Concluding observations
To sum up, the bourse believes that the convening and convening procedures of this general meeting of shareholders are legal, and the convener and attendee
The qualification and voting procedures of shareholders or shareholders’ agents at the meeting comply with relevant laws and regulations and the articles of association
The provisions are legal and valid, and the voting results are legal and valid.
The bourse agrees that this legal opinion shall be submitted together with other information disclosure materials of the company’s general meeting of shareholders; and
Announcement: please do not use it for any other purpose without the consent of the exchange.
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Head of Beijing Jiayuan law firm: Yan Yu
Handling lawyer: Wen liangjuan
Su dunyuan
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