国信证券: 2025年第二次临时股东大会会议材料

Core Viewpoint - Guosen Securities is convening its second extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including amendments to the company's articles of association and the election of independent directors [1][3]. Proposal Summaries Proposal 1: Amendment of Articles of Association - The company proposes to amend its articles of association to comply with the newly revised Company Law of the People's Republic of China and other relevant regulations, including renaming the shareholder meeting rules [1][2]. Proposal 2: Acquisition of Wanhe Securities - The company plans to issue A-shares to acquire a 96.08% stake in Wanhe Securities at a price of 8.25 yuan per share, resulting in the issuance of 10,241,743,060 shares. This will necessitate amendments to the articles of association regarding registered capital and total shares [2][3]. Proposal 3: Election of Independent Director - Zhang Shouwen is nominated as an independent director candidate for the fifth board of directors. He has a strong academic background and no conflicts of interest with the company or its major shareholders [5][6]. Proposal 4: Abolishment of Supervisory Board - The company proposes to abolish the supervisory board and related rules, aligning with the revised Company Law and current operational needs [4]. Proposal 5: Revision of Related Party Transaction Management System - The company intends to revise its related party transaction management system to ensure compliance with updated regulations and to protect the interests of all shareholders, particularly minority shareholders [7][8].