Beijing Guofeng (Shenzhen) law firm
About China Greatwall Securities Co.Ltd(002939)
Legal opinion of the second extraordinary general meeting of shareholders in 2021
Gflgz [2021] No. c0161
To: China Greatwall Securities Co.Ltd(002939)
Entrusted by China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as “your company”), Beijing Guofeng (Shenzhen) law firm (hereinafter referred to as “our firm”) appointed lawyers to attend the on-site meeting of the second extraordinary general meeting of shareholders in 2021 held by your company.
According to the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China, the rules for the general meeting of shareholders of listed companies, the detailed rules for the implementation of online voting at the general meeting of shareholders of listed companies of Shenzhen Stock Exchange (revised in 2020), and other laws, regulations and normative documents, as well as the China Greatwall Securities Co.Ltd(002939) articles of Association (hereinafter referred to as the articles of association) ）This legal opinion is issued on matters related to the general meeting of shareholders.
In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the shareholders’ meeting and consulted the relevant documents for convening the shareholders’ meeting, including but not limited to:
1. On December 10, 2021, your company published the announcement on the resolution of the 11th meeting of the China Greatwall Securities Co.Ltd(002939) second board of directors in the media meeting the conditions specified by the CSRC;
2. On December 10, 2021, your company published the China Greatwall Securities Co.Ltd(002939) notice on convening the second extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the notice of the general meeting of shareholders) in the media meeting the conditions specified by the CSRC;
3. Register of shareholders, identity certificates of shareholders and their agents, power of attorney, etc.
Our lawyers only agree to use this legal opinion as a legal document for the announcement of the general meeting of shareholders and for other purposes.
In accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers have verified and verified the relevant documents and matters provided by your company, and now issue the following legal opinions on this shareholders’ meeting:
1、 Convening and convening procedures of the general meeting of shareholders
(i) Convening of the general meeting of shareholders
Upon verification by our lawyers, the shareholders’ meeting was decided to be held at the 11th meeting of the second board of directors held on December 9, 2021. On December 10, 2021, the board of directors of your company published the notice on convening the general meeting of shareholders in the form of announcement on the information disclosure media meeting the conditions specified by the CSRC.
Our lawyers believe that the convening method of the general meeting of shareholders of your company complies with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
（2） Convening of this general meeting of shareholders
1. According to the notice of the general meeting of shareholders, your company’s notice on convening the general meeting of shareholders has been made in the form of announcement 15 days before the general meeting of shareholders, which is in line with the relevant provisions of the rules of the general meeting of shareholders of listed companies and the articles of Association.
2. According to the notice of the general meeting of shareholders, the main contents of your company’s notice of the general meeting of shareholders include: type and session of the meeting, convener, time, method, participants, place of the on-site meeting, matters to be considered at the meeting, registration of the meeting, etc. The contents of the meeting notice comply with the relevant provisions of the articles of association.
3. The shareholders’ meeting was held by combining on-site voting and online voting. The on-site meeting was held at 14:50 on December 27, 2021 in conference room 1 of the company, 18 / F, South Tower, energy building, 2026 Jintian Road, Futian District, Shenzhen. The actual time and place of the on-site meeting shall be consistent with the time and place notified in the notice of the general meeting of shareholders.
4. In addition to the on-site meeting, your company also provides shareholders with a voting platform in the form of network through the trading system of Shenzhen Stock Exchange and the Internet voting system. The specific time for voting through the trading system of Shenzhen stock exchange is: 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on December 27, 2021; The specific time for voting through the Internet voting system of Shenzhen stock exchange is: 9:15 to 15:00 on December 27, 2021.
5. The on-site meeting of the general meeting of shareholders is presided over by Mr. Zhang Wei, chairman of your company.
Our lawyers believe that the convening and convening procedures of the general meeting of shareholders of your company comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
2、 About the qualifications of participants and conveners of the general meeting of shareholders
(i) Shareholders and their proxies attending the general meeting of shareholders
The lawyers of the firm have paid close attention to the shareholders attending the on-site meeting of the general meeting of shareholders as of December 20, 2021 (equity registration date) at the closing of the afternoon, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited checked and verified. There were 8 shareholders and shareholder agents attending the on-site meeting of the general meeting of shareholders, representing 1836439350 voting shares of your company, accounting for 59.1750% of the total voting shares of your company. Now attending the general meeting of shareholders The shareholders and their agents at the meeting have complete procedures, legal identity, valid representative shares, and comply with the company law and other laws, regulations, normative documents and the relevant provisions of the articles of association.
According to the data provided by Shenzhen Securities Information Co., Ltd., 17 shareholders voted through the online voting system during the online voting time, representing 414775541 voting shares of your company, accounting for 13.3652% of the total voting shares of your company. The qualification of the above-mentioned shareholders participating in online voting has been certified by the trading system and Internet voting system of Shenzhen Stock Exchange.
（2） Other personnel attending the shareholders’ meeting
The directors, supervisors, Secretary of the board of directors and other senior managers of your company and the witness lawyers of our firm attended or attended the on-site meeting of the general meeting of shareholders.
（3） Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of your company.
Our lawyers believe that the qualifications of shareholders, shareholders’ agents and other personnel attending the general meeting of shareholders and the convener of the general meeting of shareholders are in line with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association.
3、 Voting procedures of the general meeting of shareholders
Witnessed by our lawyers, the shareholders and their proxies attending the shareholders’ meeting deliberated the proposal listed in the notice of shareholders’ meeting and voted on the proposal by open ballot, Among them, for major issues affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors (except directors, supervisors, senior managers and other shareholders who individually or jointly hold more than 5% of the shares of your company) are counted separately.
After checking the on-site voting results provided by your company and the statistical results of online voting provided by Shenzhen Securities Information Co., Ltd., the specific proposals and voting of this shareholders’ meeting are as follows:
1. Revision of the
<公司章程>
Proposal for
Voting: 2238308728 shares were approved, accounting for 99.4267% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; 12906163 opposed shares, accounting for 0.5733% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting of small and medium-sized investors: 21674155 shares were agreed, accounting for 62.6777% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; 12906163 shares opposed, accounting for 37.3223% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
This proposal is a special resolution proposal, which has been adopted by more than two-thirds of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders.
2. About Amending the company
<董事会议事规则>
Proposal for
Voting: 2251153091 shares were approved, accounting for 99.9973% of the total voting shares held by shareholders and shareholder agents attending the general meeting of shareholders; Against 61800 shares, accounting for 0.0027% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting.
Among them, the voting of small and medium-sized investors: 34518518 shares were agreed, accounting for 99.8213% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 61800 shares, accounting for 0.1787% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; Abstain from 0 shares, accounting for 0% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders.
3. Proposal on re employment of accounting firm
Voting: 2250980391 shares were approved, accounting for 99.9896% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; Against 145700 shares, accounting for 0.0065% of the total voting shares held by shareholders and shareholders’ agents attending the general meeting; 88800 shares abstained, accounting for 0.0039% of the total voting shares held by shareholders and shareholder agents attending the general meeting.
Among them, the voting of small and medium-sized investors: 34345818 shares were agreed, accounting for 99.3219% of the total voting shares held by small and medium-sized investors attending the general meeting of shareholders; Against 145700 shares, accounting for 0.4213% of the total voting shares held by small and medium-sized investors attending the shareholders’ meeting; 88800 shares were abstained, accounting for 0.2568% of the total voting shares held by small and medium-sized investors attending the general meeting.
According to the counting of the on-site voting results by the vote counting and monitoring representatives and the inspection of our lawyers, and the combined statistics of the voting results of on-site voting and online voting, the shareholders’ meeting voted on the proposals listed in the notice of shareholders’ meeting, and announced the voting results on the spot. According to the voting results, all the proposals considered at the shareholders’ meeting were passed.
Our lawyers believe that the voting procedures of the general meeting of shareholders comply with the company law and other laws, regulations and normative documents as well as the relevant provisions of the articles of association, and the voting results are legal and effective.
4、 Concluding observations
Our lawyers believe that the convening and convening procedures of the second extraordinary general meeting of shareholders in 2021, the qualifications of the personnel and conveners attending the general meeting of shareholders and the voting procedures of your company comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of Association; The voting results of this general meeting of shareholders are legal and valid.
This legal opinion is made in triplicate.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng (Shenzhen) law firm on China Greatwall Securities Co.Ltd(002939) 2021 second extraordinary general meeting of shareholders)
Handling lawyer of Beijing Guofeng (Shenzhen) law firm:
Person in charge: Jin Jun, he Ziying
Sun Xiandong
December 27, 2021
