Securities code: 002939 securities abbreviation: China Greatwall Securities Co.Ltd(002939) Announcement No.: 2021-088 China Greatwall Securities Co.Ltd(002939)
Announcement of resolutions of the second extraordinary general meeting of shareholders in 2021
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 major omissions.
★ special tips:
1. There was no veto proposal at the general meeting of shareholders;
2. The shareholders' meeting did not change the resolutions adopted at previous shareholders' meetings;
3. The first proposal is a special voting matter, which has been deliberated and adopted by more than two-thirds of the total number of valid voting shares attending the general meeting of shareholders.
1、 Meetings held
1. Meeting time
(1) On site meeting time: 14:50, December 27, 2021
(2) Online voting time: December 27, 2021
Among them, the time for online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on December 27, 2021; The time for online voting through the Internet voting system is any time during 9:15-15:00 on December 27, 2021.
2. Meeting mode: the combination of on-site voting and online voting
3. Site meeting place: conference room 1, 18th floor, south tower company, energy building, No. 2026, Jintian Road, Futian District, Shenzhen
4. Convener: Board of directors
5. Moderator: Mr. Zhang Wei, chairman of the company
6. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Attendance at the meeting
(i) Attendance of shareholders
A total of 25 shareholders and their authorized representatives attended the meeting, representing 2251214891 shares with effective voting rights, accounting for 72.5401% of the total number of effective voting shares of the company. Of which:
1. There are 8 shareholders who have passed the on-site voting and their authorized representatives, representing 1836439350 shares with effective voting rights, accounting for 59.1750% of the total number of effective voting shares of the company.
2. There are 17 shareholders voting through the Internet and their authorized representatives, representing 414775541 shares with effective voting rights, accounting for 13.3652% of the total number of effective voting shares of the company.
3. There are 22 minority shareholders and authorized representatives of shareholders voting on site and online, representing 34580318 shares with effective voting rights, accounting for 1.1143% of the total number of effective voting shares of the company.
（2） Attendance of directors, supervisors and senior managers
All directors, supervisors and Secretary of the board of directors of the company attended the meeting; Some senior managers of the company and lawyers hired by the company attended the meeting as nonvoting delegates.
3、 Deliberation and voting of proposals
The general meeting of shareholders adopts the voting method of combining on-site and online voting. The specific voting results are as follows:
(i) The following proposals (voting matters) were considered and adopted at this meeting
1. To consider and adopt the revised
<公司章程>
Proposal for
2238308728 shares were approved, accounting for 99.4267% of the total number of valid voting shares attending the meeting; 12906163 opposed shares, accounting for 0.5733% of the total number of valid voting shares attending the meeting; 0 shares waived.
This proposal is a special resolution, which has been deliberated and adopted by more than two-thirds of the total number of valid voting shares attending this meeting.
The articles of Association (December 2021) was disclosed on cninfo.com.cn on the same day.
2. Deliberated and adopted the amendment of the
<董事会议事规则>
Proposal for
2251153091 shares were approved, accounting for 99.9973% of the total number of valid voting shares attending the meeting; Against 61800 shares, accounting for 0.0027% of the total number of valid voting shares attending the meeting; 0 shares waived. The rules of procedure of the board of directors (December 2021) of the company was disclosed on cninfo.com.cn on the same day.
3. Deliberated and adopted the proposal on continuing the appointment of accounting firms
Agree to 2250980391 shares, accounting for 99.9896% of the total number of valid voting shares attending the meeting; Against 145700 shares, accounting for 0.0065% of the total number of valid voting shares attending the meeting; 88800 shares abstained, accounting for 0.0039% of the total number of valid voting shares attending the meeting.
（2） The meeting reviewed the following proposals (non voting matters)
Proposal on special instructions on performance, performance appraisal and remuneration of senior managers of the company in 2020
4、 Voting of small and medium-sized investors
The number of valid voting shares of representatives of small and medium-sized investors attending the general meeting of shareholders was 34580318, accounting for 1.1143% of the total number of valid voting shares of the company and 3.8996% of the total number of valid voting shares of small and medium-sized investors of the company. The voting of minority investors in this general meeting is as follows:
1. Proposal on Amending the articles of Association
21674155 shares were approved, accounting for 62.6777% of the total number of valid voting shares held by minority shareholders attending the meeting; 12906163 opposed shares, accounting for 37.3223% of the total number of valid voting shares held by minority shareholders attending the meeting; 0 shares waived.
2. Proposal on Amending the rules of procedure of the board of directors
34518518 shares were approved, accounting for 99.8213% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 61800 shares, accounting for 0.1787% of the total number of valid voting shares held by minority shareholders attending the meeting; 0 shares waived.
3. Proposal on re employment of accounting firm
34345818 shares were approved, accounting for 99.3219% of the total number of valid voting shares held by minority shareholders attending the meeting; Against 145700 shares, accounting for 0.4213% of the total number of valid voting shares held by minority shareholders attending the meeting; 88800 shares were abstained, accounting for 0.2568% of the total number of valid voting shares held by minority shareholders attending the meeting.
5、 Legal opinions issued by lawyers
1. Name of law firm: Beijing Guofeng (Shenzhen) law firm
2. Name of witness lawyer: he Ziying, sun Xiandong
3. Concluding observations: the procedures for convening and convening the second extraordinary general meeting of shareholders in 2021, the qualifications of the personnel and conveners attending the general meeting of shareholders, as well as the voting procedures, 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.
6、 Documents for future reference
1. Resolution of the second extraordinary general meeting of shareholders of the company in 2021;
2. Legal opinion on the second extraordinary general meeting of shareholders of the company in 2021.
It is hereby announced.
China Greatwall Securities Co.Ltd(002939) board of directors December 28, 2021
