Beijing Jindu Law Firm's Legal Opinion on the First Extraordinary Shareholders' Meeting of Guosheng Securities Co., Ltd. in 2026
To: Guosheng Securities Co., Ltd.
Beijing Jindu Law Firm (hereinafter referred to as "this Firm") has been entrusted by Guosheng Securities Co., Ltd. (hereinafter referred to as "the Company" or "Guosheng Securities") to issue this legal opinion based on the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), and the "Rules for Shareholders' Meetings of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "Shareholders' Meeting Rules"), as well as other relevant laws, administrative regulations, rules, and normative documents currently in effect within the territory of the People's Republic of China (hereinafter referred to as "China" for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Province). This Firm appointed lawyers to attend the Company's first extraordinary shareholders' meeting held on February 27, 2026 (hereinafter referred to as "this Shareholders' Meeting") and issued this legal opinion regarding matters related to this Shareholders' Meeting.
To issue this legal opinion, the lawyers of this Firm reviewed the following documents provided by Guosheng Securities, including but not limited to:
- The "Articles of Association of Guosheng Securities Co., Ltd." (hereinafter referred to as "Articles of Association") approved at the second extraordinary shareholders' meeting on November 27, 2025;
- The "Announcement of the Resolution of the Fifth Meeting of the Fifth Board of Directors" published on February 12, 2026, on the Giant Tide Information Network and the Shenzhen Stock Exchange website (Announcement No.: 2026-007);
- The "Notice of the First Extraordinary Shareholders' Meeting of 2026" published on February 12, 2026, on the Giant Tide Information Network and the Shenzhen Stock Exchange website (Announcement No.: 2026-008) (hereinafter referred to as "Notice of Extraordinary Shareholders' Meeting");
- The shareholder register as of the record date for this Shareholders' Meeting;
- The attendance registration records and supporting documents of shareholders present at the meeting;
- The statistical results of the online voting for this Shareholders' Meeting provided by Shenzhen Securities Information Co., Ltd.;
- The proposals for this Shareholders' Meeting and related announcement documents;
- Other meeting documents.
The Company has assured this Firm that it has disclosed all facts that could affect the issuance of this legal opinion and provided all original written materials, copies, and commitments required by this Firm for issuing this legal opinion, with no concealment, false statements, or significant omissions; the documents and materials provided by the Company to this Firm are true, accurate, complete, and valid, and if the documents are copies or reproductions, they are consistent with the originals.
In this legal opinion, this Firm only expresses opinions on the convening and holding procedures of this Shareholders' Meeting, the qualifications of attendees, the qualifications of the convener, and whether the voting procedures and results comply with relevant laws, administrative regulations, the Shareholders' Meeting Rules, and the Articles of Association, and does not express opinions on the content of the proposals reviewed at this Shareholders' Meeting or the truthfulness and accuracy of the facts or data stated in those proposals. This Firm only expresses opinions based on currently effective laws and regulations within China and does not express opinions based on any laws outside of China.