GF Securities Co., Ltd. — AGM Information 2024

Apr 18, 2024

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GF SECURITIES CO., LTD. 廣發証券股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1776)

PROXY FORM

For the 2023 Annual General Meeting of GF Securities Co., Ltd. to be held on Friday, May 10, 2024 and at any adjourned meeting(s) thereof

I/We [(Note][1)]

of [(Note][2)] being the registered holder(s) of H shares [(Note][3)] with nominal value of RMB1.00 each in the share capital of GF Securities Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting [(Note][4][and][Note][5)] or of as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2023 Annual General Meeting of the Company to be held at 2:00 p.m. on Friday, May 10, 2024 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the 2023 Annual General Meeting of the Company dated May 10, 2024, and if no such indication is given, as my/our proxy thinks fit. Please indicate how you wish your vote(s) to be cast by ticking the appropriate box next to the resolutions.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS			FOR(note 6)	FOR(note 6)	FOR(note 6)	FOR(note 6)	AGAINST(note 6) ABSTAIN(note 6)	AGAINST(note 6) ABSTAIN(note 6)	AGAINST(note 6) ABSTAIN(note 6)	AGAINST(note 6) ABSTAIN(note 6)
1.	To consider and approve the 2023 Directors’		Report
2.	To consider and approve the 2023 Supervisory Committee’s Report
3.	To consider and approve the 2023 Work Report of the Independent Directors
4.	To consider and approve the 2023 Duty Performance Reports of the Independent
	Directors
5.	To consider and approve the 2023 Final Financial Report
6.	To consider and approve the 2023 Annual Report
7.	To consider and approve the 2023 Profit Distribution Plan
8.	To consider and approve the resolution regarding			engagement of auditors in 2024
9.	To consider and approve the resolution regarding the authorization of proprietary
	investment quota of the Company for 2024
10.	To consider and approve the resolution regarding the 2024 expected daily related
	party/connected transactions of the Company
11.	To consider and approve the resolution regarding the formulation of the Working
	System of Independent Directors of GF Securities
12.	To consider and approve the resolutions regarding the election of non-Independent
	Directors to the eleventh session of the Board of			Directors of the Company
12.1	To consider and approve the resolution regarding the election of Mr. Li Xiulin					as a
	non-executive Director of the eleventh session			of the Board of Directors of		the
	Company
12.2	To consider and approve the resolution regarding			the election of Mr. Shang Shuzhi as
	a non-executive Director of the	eleventh session of the Board of Directors of				the
	Company
12.3	To consider and approve the resolution regarding			the election of Mr. Guo Jingyi		as a
	non-executive Director of the eleventh session			of the Board of Directors of		the
	Company
12.4	To consider and approve the resolution regarding			the election of Mr. Lin Chuanhui as
	an executive Director of the eleventh session of the Board of Directors of the Company
12.5	To consider and approve the resolution regarding			the election of Ms. Sun Xiaoyan as
	an executive Director of the eleventh session of the Board of Directors of the Company
12.6	To consider and approve the resolution regarding the election of Mr. Qin Li				as an
	executive Director of the eleventh session of		the	Board of Directors of the Company
12.7	To consider and approve the resolution regarding the election of Mr. Xiao Xuesheng as
	an executive Director of the eleventh session of the Board of Directors of the Company

	13.
	13.	1 To consider and approve the resolution regarding the election of Ms. Leung Shek Ling Olivia as an independent non-executive Director of the eleventh session of the Board of Directors of the Company
	13.	2 To consider and approve the resolution regarding the election of Mr. Li Wenjing as an independent non-executive Director of the eleventh session of the Board of Directors of the Company
	13.	3 To consider and approve the resolution regarding the election of Mr. Zhang Chuang as an independent non-executive Director of the eleventh session of the Board of Directors of the Company
	13.	4 To consider and approve the resolution regarding the election of Mr. Wang Dashu as an independent non-executive Director of the eleventh session of the Board of Directors of the Company
		ORDINARY RESOLUTIONS FOR(note 6)
	14.	To consider and approve the resolutions regarding the election of Supervisors to the eleventh session of the Supervisory Committee of the Company
	14.	1 To consider and approve the resolution regarding the election of Mr. Wang Zhenyu as a Supervisor of the eleventh session of the Supervisory Committee of the Company
	14.	2 To consider and approve the resolution regarding the election of Ms. Zheng Chunmei as a Supervisor of the eleventh session of the Supervisory Committee of the Company
	14.	3 To consider and approve the resolution regarding the election of Ms. Zhou Feimei as a Supervisor of the eleventh session of the Supervisory Committee of the Company
		SPECIAL RESOLUTION FOR(note 6)
	15.	To consider and approve the proposed amendments to the Articles of Association
	* Date:	Further details of the above resolutions are set out in the circular of the 2023 Annual General Meeting of the Company da 2024 Signature(s)(Note 7):

Notes:

1. Please insert the full name(s) as shown in the register of members of the Company in BLOCK LETTERS .

2. Please insert the registered address(es) as shown in the register of members of the Company in BLOCK LETTERS .

3. Please insert the number of H shares registered in your name(s) to which this proxy form relates. This proxy will be deemed to relate to such number of H shares inserted. If no number is inserted, this proxy form will be deemed to relate to all H shares in the capital of the Company registered in your name(s).

4. If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy needs not be a shareholder of the Company, but must attend the meeting in person in order to represent you.

5. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes should be initialed by the person who signs this form.

6. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTES WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULTS OF THE RESOLUTIONS. If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.

7. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorized to sign on its behalf. In case of joint shareholdings, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

8. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and deposited at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, no less than 24 hours before the meeting or adjourned meeting(s) . Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. The effective period of appointment of your proxy appointed under this proxy form shall cease upon conclusion of the 2023 Annual General Meeting or any adjourned meeting(s).

9. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.

10. Voting on the above-mentioned resolutions 13.1, 13.2, 13.3 and 13.4 shall be based on cumulative voting, and the voting on all other resolutions shall be on a one-share-one-vote basis. There is no “for”, “against” and “abstain” options for cumulative voting. Please insert the corresponding election number of votes in the “cumulative voting” column at the side of the name of the candidate. There are 4 Independent Directors to be elected. The number of votes held by the Shareholders is the number of shares with voting rights multiplied by the number of candidates. Shareholders may distribute the number of votes they own among the candidates at discretion within the limit of the number of candidates (zero number of votes may be casted), but the total number shall not exceed the number of electoral votes they own.