Beijing Jiayuan law firm
Legal opinion on Gf Securities Co.Ltd(000776) 2021 annual general meeting of shareholders
4th floor, ocean building, 158 fuxingmennei street, Xicheng District
Beijing, China
Beijing · Hong Kong · Hong Kong · Beijing
To: Gf Securities Co.Ltd(000776)
Beijing Jiayuan law firm
About Gf Securities Co.Ltd(000776)
Legal opinion of 2021 annual general meeting of shareholders
Jiayuan (2022) - 04-303 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 2021 annual general meeting of shareholders of the company (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 March 30, 2022, the 23rd Meeting of the 10th board of directors of the company deliberated and approved the proposal on Authorizing the convening of the 2021 annual general meeting of shareholders, agreed to authorize the chairman of the company to determine the specific convening time of the general meeting of shareholders, and the Secretary of the board of directors / Company Secretary of the company arranged to send the notice on convening the 2021 annual general meeting of shareholders and other relevant documents to the shareholders of the company.
2. On April 27, 2022, the company issued the notice of Gf Securities Co.Ltd(000776) on convening the 2021 annual general meeting and the annex of Gf Securities Co.Ltd(000776) on convening the 2021 annual general meeting on the websites of China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com (hereinafter collectively referred to as "designated information disclosure media"). On May 18, 2022, the company issued a suggestive announcement on the convening of the general meeting of shareholders on the designated information disclosure media. The announcement specifies the time, place, meeting method, deliberation items, registration methods and contacts of shareholders attending the 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 14:00 p.m. on Friday, May 20, 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 a.m. and 13:00-15:00 p.m. on Friday, May 20, 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 Friday, May 20, 2022.
6. At 14:00 p.m. on Friday, May 20, 2022, the on-site meeting of the general meeting of shareholders was held as scheduled in conference room 4008, 40 / f Gf Securities Co.Ltd(000776) building, No. 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 77 shareholders or their entrusted agents attending the on-site meeting of shareholders and shareholders voting through the Internet, representing 4024 Shanghai Film Co.Ltd(601595) shares, accounting for 529146% of the total voting shares of the company. Among them, 73 shareholders of RMB common shares ("A shares") or their entrusted agents attended the general meeting, representing 3332320896 shares, accounting for 438126% of the total voting shares of the company (56 shareholders voted through the Internet, representing shares)
115511695 shares, accounting for 1.5187% of the total voting shares of the company); A total of 4 shareholders of overseas listed foreign shares ("H shares") or their entrusted agents attended the general meeting, representing 692280699 shares, accounting for 9.1020% of the total voting shares of the company.
2. The company's directors, supervisors, Secretary of the board of directors and lawyers of the exchange attended the shareholders' meeting. Other personnel attending the shareholders' meeting as nonvoting delegates were senior managers of the company and staff of Hong Kong Central Securities Registration Co., Ltd.
The exchange believes that the qualification of the company's A-share shareholders attending the general meeting of shareholders meets the provisions of relevant laws and regulations and the articles of association. The qualification of the company's H-share shareholders attending this general meeting shall be recognized by the company with the assistance of Hong Kong Central Securities Registration Co., Ltd.
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 the combination of on-site voting and online voting. The shareholders attending the on-site meeting of the general meeting of shareholders and their entrusted agents voted on the matters listed in the meeting notice one by one by voting, and the shareholders using online voting voted through the trading system and Internet voting system of Shenzhen Stock Exchange.
（2） After the on-site voting of the general meeting of shareholders, the on-site voting shall be monitored by the representatives of shareholders, supervisors, staff of Hong Kong Central Securities Registration Co., Ltd. and lawyers.
（3） After the online voting of this shareholders' meeting, Shenzhen Securities Information Co., Ltd. provided the company with the voting statistics of this online voting.
（4） According to the relevant rules, the voting results of on-site voting and online voting were combined and counted. All the proposals considered at the meeting were legally passed. The details are as follows:
Number of shares approved number of shares rejected proportion of shares approved
Gf Securities Co.Ltd(000776) A shares 3332060296999922% 541000.0016% 2065000 0.0062%
Proposal 1 2021 is the report of the board of directors
Suing H shares 685968084990881% 25480000.3681% 37646150.5438%
Agree to oppose abstention whether the name of the proposal is approved by the number of types of shares proportion of shares proportion of shares proportion of shares
Total 4018028380998367% 26021000.0647% 39711150.0987%
A shares 3332060296999922% 541000.0016% 2065000 0.0062%
Gf Securities Co.Ltd(000776)
Proposal 2 in 2021, 685968084 H shares were subject to supervision, 990881% 25480000.3681% 37646150.5438% were the report of the board of directors
Total 4018028380998367% 26021000.0647% 39711150.0987%
A shares 3332061196999922% 540000.0016% 2057000.0062%
Gf Securities Co.Ltd(000776)
Proposal 3 financial H shares in 2021685968084990881% 25480000.3681% 37646150.5438% is the final accounts report
Total 4018029280998367% 26020000.0647% 39703150.0987%
A shares 3332062196999922% 531000.0016% 2056000.0062%
Gf Securities Co.Ltd(000776)
Proposal 4 report H shares 685968084990881% 25480000.3681% 37646150.5438% in 2021
Total 4018030280998367% 2 Jiangsu Hengli Hydraulic Co.Ltd(601100) 0.0646% 39702150.0986%
A shares 3331593396999782% 7197000.0216% 7800 0.0002%
Gf Securities Co.Ltd(000776)
Proposal 5 profit H shares in 2021687205884992669% 30964000.4473% 19784150.2858% is profit distribution plan
Total 4018799280998558% 38161000.0948% 19862150.0494%
Proposal 6 on the employment of A-Shares is the 2022 annual review 3327104336998435% 52045600.1562% 120000.0004%
Agree to oppose abstention whether the name of the proposal is approved by the number of types of shares proportion of shares proportion of shares proportion of shares
Proposal of the accounting agency
Case H shares 65170613494.139
