GEM Co., Ltd.
Announcement on Resolutions of 2nd Extraordinary General Meetingof 2024
The time mentioned below all refer to Beijing Time (UTC+8)
The Company and all members of the Board of Directors promise that theinformation disclosed is authentic, accurate and complete, and there are no false
records, misleading statements or material omissions.
Note:
1. There was no rejection of proposals at the General Meeting.
2. The General Meeting did not involve any change to the resolutions approved atprevious General Meetings.
3. The General Meeting adopted a combination of on-site voting and online voting.
I. Convening and Attendance
1. Convening(1) Convener: Board of Directors(2) Date and time:
Time of the on-site meeting: At 10:00 am on 6 Sep 2024.
Time of online voting: 6 Sep 2024. In particular, online voting via the Shenzhen Stock
Exchange Trading System is from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on 6Sep 2024; online voting via the Internet of the Shenzhen Stock Exchange is from 9:15 to15:00 on 6 Sep 2024.
(3) Chair: Chairman Mr. Xu Kaihua(4)Venue of the on-site meeting: Meeting room of the Company (20/F, Block
A,Rongchao Binhai Building, Haixiu Road, Baoan District, Shenzhen).
(5)Convening method: A combination of on-site convening and online voting(6) The notice and relevant documents of the meeting were published on China Securities
Journal, Securities Times, Shanghai Securities News, Securities Daily andhttp://www.cninfo.com.cn on 16 Aug . The convening, holding and voting procedures ofthe meeting were in line with the provisions of the Company Law, the Rules for General
Meetings of Listed Companies, the Stock Listing Rules of Shenzhen Stock Exchange andthe Articles of Association of the Company and other laws, regulations and regulatory
documents.

2. Attendance
2,637 shareholders made on-site and online voting, representing 603,397,124 shares or11.8034% of the voting shares of the company. A total of 7 shareholders and shareholder
representatives attended the on-site meeting, representing 464,325,904 shares or 9.0829%
of the voting shares of the company; 2,630 shareholders made online voting, representing
139,071,220 shares, or 2.7204% of the voting shares of the company. A total of 2,630
minority shareholders and proxies authorized by shareholders attended the on-site
meeting and the online voting, representing 139,071,220 shares, or 2.7204% of the voting
shares of the company. In particular, 0 minority shareholders made on-site voting,representing 0 shares, or 0.0000% of the voting shares of the company. 2,630 minority
shareholders made online voting, representing 139,071,220 shares, or 2.7204% of thevoting shares of the company. The holders of overseas listed global depositary receipts
appointed 0 proxy to attend the General Meeting, representing 0 shares, or 0.0000% ofthe voting shares of the company.
According to the requirements of the Company Law and relevant rules, shares in thespecial account for repurchase by listed companies are not entitled to voting rights atgeneral meetings. As at the date of share registration, the total share capital of theCompany is 5,131,291,557 shares; the Company had repurchased an aggregate of
19,219,800 shares of the Company through the special securities account for repurchaseby way of centralized bidding transactions, accounting for 0.37% of the total share capitalof the Company, and the repurchased shares in the special securities account for
repurchase had been deducted in calculating the total shares with voting rights at thegeneral meeting.
3. On Aug 16, 2024, the Company published the “Report of Independent Directors ofGrimme Corporation Limited on Public Solicitation of Proxy Voting Rights”(Announcement No. 2024-053) on China Securities Journal, Securities Times, Shanghai
Securities News, Securities Daily and http://www.cninfo.com.cn.The Independent
Director of the Company, Mr. Liu Zhonghua, acted as the solicitor to solicit proxy votes
from shareholders in respect of the proposals relating to the Restricted Share Incentive
Scheme to be considered at the AGM of the Company. Up to the end of the solicitation
period, the independent director, Mr. Liu Zhonghua, had not received any proxy forvoting rights from shareholders.
4. All of the directors, some supervisors and the Board Secretary of the Company
attended the General Meeting, and some officers and witness lawyers attended the on-site
meeting.
II. Proposal Deliberation and Voting
The following proposals were deliberated and approved at the meeting through on-site
secret ballots and online voting.
1.Deliberated and approved the Proposal to change the purpose of some repurchased
shares and cancel the shares
Voting result: 596,093,920 shares voted for the proposal, representing 98.7897% of theshares held by all shareholders present at the meeting; 5,919,944 shares voted against theproposal, representing 0.9811% of the shares held by all shareholders present at themeeting; and 1,383,260 shares abstained from the vote (including 5,000 shares wereabstained by default due to non-voting), representing 0.2292% of the shares held by all
shareholders present at the meeting.
Voting of minority shareholders: 131,768,016shares voted for the proposal, representing
94.7486% of the shares held by minority shareholders present at the meeting; 5,919,944
shares voted against the proposal, representing 4.2568% of the shares held by minority
shareholders present at the meeting; and 1,383,260 shares abstained from the vote(including 5,000 shares were abstained by default due to non-voting), representing
0.9946% of the shares held by minority shareholders present at the meeting.
This proposal is a special resolution matter and has been approved by 2/3 ofshareholders(including proxies) with voting rights present at the General Meeting.
2.Deliberated and approved the Proposal on 2024 Restricted Shares Incentive Plan(Draft) and its Summary
Voting result: 555,841,416 shares voted for the proposal, representing 92.1187% of theshares held by all shareholders present at the meeting; 45,595,758 shares voted against
the proposal, representing 7.5565% of the shares held by all shareholders present at themeeting; and 1,959,950 shares abstained from the vote (including 74,300 shares wereabstained by default due to non-voting), representing 0.3248% of the shares held by all
shareholders present at the meeting.
Voting of minority shareholders: 91,515,512 shares voted for the proposal, representing
65.8048% of the shares held by minority shareholders present at the meeting; 45,595,758
shares voted against the proposal, representing 32.7859% of the shares held by minority
shareholders present at the meeting; and 1,959,950 shares abstained from the vote(including 74,300 shares were abstained by default due to non-voting), representing
1.4093% of the shares held by minority shareholders present at the meeting.
This proposal is a special resolution matter and has been approved by 2/3 ofshareholders(including proxies) with voting rights present at the General Meeting.
3.Deliberated and approved the Proposal on Management Measures for theImplementation and Assessment of the 2024 Restricted Shares Incentive PlanVoting result: 557,202,716 shares voted for the proposal, representing 92.3443% of theshares held by all shareholders present at the meeting; 44,345,648 shares voted against
the proposal, representing 7.3493% of the shares held by all shareholders present at themeeting; and 1,848,760 shares abstained from the vote (including 119,000 shares wereabstained by default due to non-voting), representing 0.3064% of the shares held by all
shareholders present at the meeting.
Voting of minority shareholders: 92,876,812 shares voted for the proposal, representing
66.7836% of the shares held by minority shareholders present at the meeting; 44,345,648
shares voted against the proposal, representing 31.8870% of the shares held by minority
shareholders present at the meeting; and 1,848,760 shares abstained from the vote(including 119,000 shares were abstained by default due to non-voting), representing

1.3294% of the shares held by minority shareholders present at the meeting.
This proposal is a special resolution matter and has been approved by 2/3 ofshareholders(including proxies) with voting rights present at the General Meeting.
4.Deliberated and approved the Proposal to request the General Meeting of Shareholders
to authorize the Board of Directors of the Company to handle matters relating to the2024 Restricted Shares Incentive PlanVoting result: 556,745,486 shares voted for the proposal, representing 92.2685% of theshares held by all shareholders present at the meeting; 44,661,458 shares voted against
the proposal, representing 7.4017% of the shares held by all shareholders present at themeeting; and 1,990,180 shares abstained from the vote (including 181,220 shares wereabstained by default due to non-voting), representing 0.3298% of the shares held by all
shareholders present at the meeting.
Voting of minority shareholders: 92,419,582 shares voted for the proposal, representing
66.4549% of the shares held by minority shareholders present at the meeting; 44,661,458
shares voted against the proposal, representing 32.1141% of the shares held by minority
shareholders present at the meeting; and 1,990,180 shares abstained from the vote(including 181,220 shares were abstained by default due to non-voting), representing
1.4311% of the shares held by minority shareholders present at the meeting.
This proposal is a special resolution matter and has been approved by 2/3 ofshareholders(including proxies) with voting rights present at the General Meeting.
III. Legal Opinions Issued by Lawyers
Deng Jie and Chen Xiaoxuan of Guangdong J&J Law Firm, issued a legal opinion in
respect of the meeting and held that: The convening and holding procedures of theGeneral Meeting were in line with the Company Law, the Securities Law, the Rules for
General Meetings of Listed Companies and other laws, regulations, regulatory documents
and the Articles of Association of the Company, the qualifications of the attendees and theconvener were legal and valid, and the voting procedures and the voting results were also
legal and valid.
IV. Reference Documents1. Resolution of the 2nd Extraordinary General Meeting of 2024 of GEM Co., Ltd. signedby the directors present and sealed by the Board of Directors;
2. Legal Opinions issued by Guangdong J&J Law Firm.
It is hereby announced.
Board of Directors of GEM Co., Ltd.
6 Sep 2024