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GF Securities Co., Ltd. Proxy Solicitation & Information Statement 2017

Sep 11, 2017

50160_rns_2017-09-11_ecc1c7a3-61f0-4fd3-af0c-a563304838cc.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GF Securities Co., Ltd., you should at once hand this circular, together with the enclosed proxy form and reply slip, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [41 x 41] intentionally omitted <==

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)

(1)RESOLUTION REGARDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) RESOLUTION REGARDING AMENDMENTS TO THE RULES OF PROCEDURE OF THE MEETING OF THE SUPERVISORY COMMITTEE AND

(3) NOTICE OF THE 2017 FIRST EGM

The 2017 first EGM of GF Securities Co., Ltd. will be held at 2:30 p.m. on Friday, October 27, 2017 at the Large Conference Room, 42nd Floor, Metro Plaza, No. 183-187, Tianhe North Road, Tianhe District, Guangzhou, the PRC. A notice convening the EGM is set out on pages 14 to 15 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of EGM carefully and to complete the enclosed proxy form in accordance with the instructions printed thereon and return it as soon as possible. H Shareholders are required to return the proxy form to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, while A Shareholders are required to return the proxy form to the Board’s office, in person or by post no later than 24 hours before the time appointed for convening the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

If you intend to attend the EGM either in person or by proxy, you are required to complete and return the reply slip for the meeting to Computershare Hong Kong Investor Services Limited (for H Shareholders) on or before Saturday, October 7, 2017.

September 12, 2017

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
**Letter from the ** Board
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		 3
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

  • “A Share(s)”

domestic share(s) with a nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the Shenzhen Stock Exchange and traded in RMB (stock code: 000776)

  • “A Shareholder(s)”

holder(s) of A Shares

  • “Articles of Association”

  • the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

  • “Board”

  • the board of Directors of the Company

  • “The Company” or “Company” GF Securities Co., Ltd. (廣發証券股份有限公司), a joint stock company incorporated in the PRC with limited liability and whose H Shares and A Shares are listed on the Main Board of the Stock Exchange and the Main Board of the Shenzhen Stock Exchange, respectively

  • “Director(s)” the director(s) of the Company

  • “EGM” the 2017 first extraordinary general meeting of the Company to be held at 2:30 p.m. on Friday, October 27, 2017

  • “H Share(s)” the overseas listed foreign share(s) with a nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the Stock Exchange and traded in Hong Kong in HK$ (stock code: 1776)

  • “H Shareholder(s)” holder(s) of H Shares

  • “Hong Kong” the Hong Kong Special Administrative Region of the PRC

  • “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

  • “PRC” the People’s Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

— 1 —

DEFINITIONS
“Share(s)” ordinary share(s) of the Company with a nominal value of
RMB1.00 each, including A Share(s) and H Share(s)
“Shareholder(s)” shareholder(s) of the Company, including A Shareholder(s)
and H Shareholder(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Supervisory Committee” the supervisory committee of the Company

In the event of any discrepancy between the Chinese and English versions of this circular, the Chinese version shall prevail.

— 2 —

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Sun Shuming ( Chairman ) Mr. Lin Zhihai ( General Manager ) Mr. Qin Li Ms. Sun Xiaoyan

Non-executive Directors: Mr. Shang Shuzhi Mr. Li Xiulin Ms. Liu Xuetao

Independent Non-executive Directors: Mr. Yang Xiong Mr. Tang Xin Mr. Chan Kalok Mr. Li Yanxi

Principal place of business in the PRC: Room 4301-4316 43rd Floor, Metro Plaza No. 183-187, Tianhe North Road Tianhe District Guangzhou PRC Place of business in Hong Kong: 29-30/F, Li Po Chun Chambers 189 Des Voeux Road Central Hong Kong

To whom it may concern,

(1)RESOLUTION REGARDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) RESOLUTION REGARDING AMENDMENTS TO THE RULES OF PROCEDURE OF THE MEETING OF THE SUPERVISORY COMMITTEE AND

(3) NOTICE OF THE 2017 FIRST EGM

1. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the EGM to be held at 2:30 p.m. on Friday, October 27, 2017 at the Large Conference Room, 42nd Floor, Metro Plaza, No. 183-187, Tianhe North Road, Tianhe District, Guangzhou, the PRC.

— 3 —

LETTER FROM THE BOARD

The purpose of this circular is to give you notice of the EGM and to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM.

2. CONSIDERING AND APPROVING THE RESOLUTION REGARDING AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The existing Articles of Association are available on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.gf.com.cn.

The Administrative Measures on Compliance of Securities Firms and Securities Investment Fund Management Companies (證券公司和證券投資基金管理公司合規管理辦法) (the “ Measures ”) was promulgated by the China Securities Regulatory Commission (the “ CSRC ”) on June 9, 2017, which will take effect from October 1, 2017. The Measures made a substantial revision to the Trial Provisions for the Compliance Management of Securities Companies (證券公司合規管理試行規定) promulgated by the CSRC in July 2008. In accordance with the Measures and the relevant regulatory requirements, the Board of the Company proposed and approved the following amendments to the existing Articles of Association at the meeting of the Board on August 25, 2017 to further improve the Company’s systems and requirements in relation to compliance management:

Existing Provision New Provision
Provision Content of Provision Provision Content of Provision
Article 11 The
objectives
of
business
of
the		 Article 11 The
objectives
of
business
of		 the
Company are: to insist on the principles Company are: to insist on the principles
of
socialist
marketing
economy,
to		 of
socialist
marketing
economy,		 to
implement
national
economic
and		 implement
national
economic		 and
financial
guidelines
and
policies,
to		 financial
guidelines
and
policies,		 to
promote the development of securities promote the development of securities
market, to provide quality and effective market,
to
conduct
business		 in
services for customers, to create good compliance
with
regulations,		 to
economic benefits and social benefits, provide quality and effective services
and to maximise the investment return for customers, to create good economic
for all the shareholders of the Company. benefits
and
social
benefits,
and		 to
maximise the investment return for all
the shareholders of the Company.

— 4 —

LETTER FROM THE BOARD

Existing Provision New Provision
Provision Content of Provision Provision Content of Provision
Article 160 The Board shall exercise the following Article 160 The Board shall exercise the following
functions and powers: functions and powers:
�� ��
(11)
To
appoint
or
dismiss
the		 (11)
To
appoint
or
dismiss
the
Company’s general manager, secretary Company’s general manager, secretary
of the Board, chief compliance officer of the Board, chief compliance officer
and chief audit officer as nominated by and chief audit officer as nominated by
the chairman of the Board; to appoint or the chairman of the Board; to appoint or
dismiss
the
Company’s
vice
general		 dismiss
the
Company’s
vice
general
manager,
chief
financial
officer
and		 manager,
chief
financial
officer
and
other senior management as nominated other senior management as nominated
by the general manager and determine by
the
general
manager;
and
to
their
remunerations
and
rewards
and		 determine
their
remunerations
and
penalties; rewards and penalties;
�� ��
(18) To ensure the independence of the (18) To set a compliance management
chief compliance officer, guarantee the target for the Company, to assume
independent communication between the responsibilities for the effectiveness of
chief compliance officer and the Board compliance management, to conduct
and
safeguard
the
smooth
reporting		 evaluations
of
the
effectiveness
of
between the chief compliance officer compliance management, and to urge
and the regulatory authority; to review the
Company
to
solve
problems
the compliance report and monitor the associated
with
compliance
implementation
of
the
compliance		 management,
to
ensure
the
policies; independence of the chief compliance
officer,
guarantee
the
independent
communication
between
the
chief
compliance officer and the Board and
safeguard the smooth reporting between
the chief compliance officer and the
regulatory
authority;
to
review
and
approve the annual compliance report
and monitor the implementation of the
compliance policies;

— 5 —

LETTER FROM THE BOARD

Existing Provision Existing Provision Existing Provision New Provision
Provision Content of Provision Provision Content of Provision
Article 209 The
Supervisory
Committee		 shall Article 209 The
Supervisory
Committee
shall
exercise the
following
functions		 and exercise
the
following
functions
and
powers: powers:
�� ��
(3) To monitor and inquire about the (3) To monitor and inquire about the
performance of duties by directors and performance of duties by directors and
senior management
and		 propose senior
management
and
propose
dismissal of
directors
and		 senior dismissal
of
directors
and
senior
management who have violated laws, management who have violated laws,
administrative
regulations,		 these administrative
regulations,
these
Articles of
Association		 or the Articles of Association, the resolutions
resolutions of general meetings; of general meetings, and who shall
assume
primary
responsibility		 or
leadership responsibility for material
�� compliance risks;
(7)
To		 initiate
proceedings		 against ��
directors and
senior
management
pursuant to Article 152 of the Company (7)
To
initiate
proceedings
against
Law; directors
and
senior
management
pursuant to Article 151 of the Company
Law;

— 6 —

LETTER FROM THE BOARD

Existing Provision Existing Provision Existing Provision Existing Provision New Provision
Provision **Content ** of Provision Provision Content of Provision
Article 215 The
Company		 shall establish and Article 215 The
Company
shall
establish
and
improve its
compliance		 system to improve
its
compliance
system
to
monitor and check the compliance of the monitor and check the compliance of the
Company’s operational and management Company’s operational and management
activities according to laws, regulations activities according to laws, regulations
and relevant provisions of the CSRC. and relevant provisions of the CSRC.
The Company’s compliance management The Company’s compliance management
shall cover all the business, divisions, shall cover all the business, divisions,
branches and staff, and involve all branches, subsidiaries at all levels and
aspects such
as		 decision, execution, staff, and involve all aspects such as
supervision and feedback. decision,
execution,
supervision
and
feedback.
The
Company		 shall
establish		 the The
general
manager
and
other
compliance system and clarify the duties members of senior management shall
of the compliance staff according to the perform
their
compliance
relative regulations and its own management duties as determined by
conditions. the Articles of Association and the
Board,
establish
a
comprehensive
organizational
structure
for
compliance
management
of
the
Company, comply with procedures of
compliance
management,
designate
adequate
and
suitable
staff
for
compliance management, and provide
adequate support and protection in
terms of human resources, materials,
finance
and
technology
for
the
performance of their duties.
The
Company
shall
establish
the
compliance system, clarify the duties of
the compliance staff according to the
relative
regulations
and
its
own
conditions,
promote
the
sense
of
occupational
honour
shared
by
compliance staff and enhance their
professional
and
occupational
standard.

— 7 —

LETTER FROM THE BOARD

**Existing ** **Existing ** **Existing ** Provision Provision Provision Provision New Provision
Provision **Content ** of Provision Provision Content of Provision
Article 216 The Company shall have one chief Article 216 The
Company
shall
have
one
chief
compliance officer, who shall be compliance
officer,
who
shall
be
nominated by the chairman of the Board nominated by the chairman of the Board
and be appointed or dismissed by the and be appointed or dismissed by the
Board. The chief
compliance		 officer Board.
The
chief
compliance
officer
appointed by the Company shall meet appointed by the Company shall meet
the requirements specified by laws, regulations and the regulatory
regulations and the regulatory requirements, and the Company shall
authority. Procedures for the submit the resume and the relevant
**appointment and ** **dismissal ** of the chief supporting materials of the officer to
**compliance ** **officer shall comply ** with the local office of the CSRC within its
**regulations ** **and ** **requirements ** of the jurisdiction such that the officer can
regulatory authority. only
assume
his
position
upon
the
CSRC’s approval.
Before the expiry of the term of office
of the chief compliance officer, the
dismissal
of
the
chief
compliance
officer
by
the
Company
shall
be
supported by justified reasons, and
the Company shall submit the reasons
for dismissal to the local office of the
CSRC within its jurisdiction before
the board meeting is convened.
If
the
chief
compliance
officer
is
unable to perform his duties or is
absent, his duties shall be performed
by
the
Chairman
or
the
General
Manger of the Company, and a written
report shall be submitted to the local
office of the CSRC within 3 working
days. The period during which his
duties
are
performed
by
another
person shall not be more than six
months. The Company shall appoint a
qualified
person
as
the
chief
compliance officer within six months.
The
chief
compliance
officer
may
tender an application for resignation
to the Board one month in advance
and shall report to the local office of
the
CSRC.
The
chief
compliance
officer shall continue to perform the
relevant duties until the resignation
application is approved.
The justified reasons referred to in the
preceding
paragraph
include
situations such as the application by
the chief compliance officer on his
own, or changes ordered by the CSRC
and its local office, or where there is
evidence showing that he is unable to
perform his duties properly or has
failed to act diligently.

— 8 —

LETTER FROM THE BOARD

Existing Provision New Provision
Provision Content of Provision Provision Content of Provision
Article 217 The chief compliance officer shall be Article 217 The chief compliance officer shall be
responsible to the board of directors responsible to the board of directors
internally
and
be
responsible
to
the		 internally
and
be
responsible
to
the
regulatory
authority
externally,
and		 regulatory
authority
externally,
and
report the construction and execution of report the construction and execution of
compliance
to
the
operating
and		 compliance
to
the
operating
and
management
members.
The
chief		 management
members.
The
chief
compliance
officer
shall
perform
the		 compliance
officer
shall
perform
the
following duties: following duties:
(1) To organize the formulation of the (1) To organize the formulation of the
Company’s basic compliance system and Company’s
basic
compliance
system
advise the Company and urge relevant and
other
compliance
management
departments to amend and optimize systems
and
supervise
their
relevant management rules and business implementation; advise the Board or
processes; senior management of any changes to
the laws, regulations and rules in time
(2) To conduct compliance reviews on and urge the relevant departments to
the Company’s significant decisions assess
their
effect
on
compliance
and important business activities and management
and
to
amend
and
provide compliance advice and, upon optimize relevant management rules and
request by the securities regulatory business processes;
authority, conduct compliance reviews
on
the
applications
or
reports		 (2) To conduct compliance reviews on
submitted by the Company; the
Company’s
internal
regulations
and
rules,
significant
decisions,
(3) To monitor and check the compliance important business activities such as
of
the
Company’s
operational
and		 proposed
new
products
and
new
management activities and employees’ businesses,
and
provide
compliance
occupational behaviors; review advice in writing and, upon
request by the securities regulatory
(4) To organize the implementation of
anti-money laundering work and the
Chinese wall system;		 authority
and
self-regulatory
organization,
conduct
compliance
reviews on the applications or reports
submitted by the Company and sign
(5) To urge the Company to rectify its
non-compliance
with
laws
and		 off on the compliance review advice on
the relevant applications or reports;
regulations and potential compliance
risks;		 To submit the relevant matters to the
Board for determination where the
(6) To exercise other duties specified by
laws,
regulations
and
the
regulatory
authority.		 Company
does
not
adopt
the
compliance review advice from the
chief compliance officer;
(3) To monitor and check the compliance
of
the
Company’s
operational
and
management activities and personnel’s
occupational behaviors;

— 9 —

LETTER FROM THE BOARD

Existing Provision Existing Provision New Provision
Provision Content of Provision Provision Content of Provision
(4) To assist the Board and senior
management
to
establish
and
implement
anti-money
laundering,
Chinese wall and conflict management
systems;
(5) To provide compliance advice and
organize compliance training;
(6) To guide and urge the relevant
departments of the Company to deal
with complaints and reports on the
irregularities involving the Company
and its staff;
(7) To report the compliance of the
Company’s
operation
and
management and the implementation
of the compliance management work
to the Board and the general manager;
If the Company’s conduct is against
the relevant laws and regulations or
there are potential compliance risks,
the
chief
compliance
officer
shall
report to the Board and the general
manager in time in accordance with
these Articles of Association and the
relevant regulations, provide advice
and urge for remedies, and procure
the Company to report to regulatory
authorities
and
self-regulatory
organizations in time in accordance
with the relevant regulations; if the
Company fails to report in time, the
chief compliance officer shall report
directly to the regulatory authorities
and self-regulatory organizations;
(8)
To
address
matters
to
be
investigated as required by regulatory
authorities
and
self-regulatory
organizations in time, cooperate with
regulatory
authorities
and
self-regulatory
organizations
to
conduct review and investigation on
the Company, follow and assess the
implementation of regulatory advice
and regulatory requirements;
(9) To exercise other duties specified by
laws,
regulations
and
the
regulatory
authority.

— 10 —

LETTER FROM THE BOARD

The Board proposes to the EGM for the approval of the above amendments to the Articles of Association, and authorizes the operating management: (1) to make adjustments and amendments to the Articles of Association (draft) considered and approved at the EGM of the Company, including but not limited to, adjusting and amending the words, chapters, clauses, effective conditions of the Articles of Association, in accordance with the provisions in domestic and foreign laws and regulations, requirements and advices from the relevant domestic and foreign governmental authorities and regulatory institutions, and the actual situation of the Company; (2) to complete the relevant procedures for the applications to the regulatory institutions for approval or filing of the Articles of Association; and (3) to complete the relevant procedures such as registration with the relevant industry and commerce authority for the amendments to the Articles of Association.

Such proposed amendments are subject to the shareholders’ approval by way of special resolution at the EGM, and can only take effect upon approval of or filing with the Chinese securities regulatory institutions and completion of the registration procedures for the change with the relevant industry and commerce authority. After the amended Articles of Association become effective, the Company will complete the registration for the amendments to the Articles of Association with the relevant industry and commerce authority as soon as practicable.

The proposed amendments to the Articles of Association were prepared in the Chinese language and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

— 11 —

LETTER FROM THE BOARD

3. CONSIDERING AND APPROVING THE RESOLUTION REGARDING AMENDMENTS TO THE RULES OF PROCEDURES OF THE MEETING OF THE SUPERVISORY COMMITTEE OF THE COMPANY

In accordance with the Administrative Measures on Compliance of Securities Firms and Securities Investment Fund Management Companies and the relevant regulatory requirements, the Supervisory Committee of the Company proposed and approved the following amendments to the relevant provisions of the existing Rules of Procedures of the Meeting of the Supervisory Committee of the Company at the meeting of the Supervisory Committee on August 25, 2017 to further improve the Company’s systems and requirements in relation to compliance management:

Existing Provision Existing Provision Existing Provision New Provision
Provision Content of Provision Provision Content of Provision
Article 7 The
Supervisory
Committee		 shall Article 7 The
Supervisory
Committee
shall
exercise the
following
functions
and		 exercise
the
following
functions
and
powers: powers:
�� ��
(3) To monitor and inquire about the (3) To monitor and inquire about the
performance of duties by directors and performance of duties by directors and
senior management
and		 propose senior
management
and
propose
dismissal of
directors
and		 senior dismissal
of
directors
and
senior
management who have violated laws, management who have violated laws,
administrative
regulations,		 these administrative
regulations,
these
Articles of
Association		 or the Articles of Association, the resolutions
resolutions of general meetings; of
general
meetings
and
who
shall
assume
primary
responsibility		 or
�� leadership responsibility for material
compliance risks;
(7)
To		 initiate
proceedings		 against
directors and
senior
management		 ��
pursuant to Article 152 of the Company
Law; (7)
To
initiate
proceedings
against
directors
and
senior
management
pursuant to Article 151 of the Company
Law;

Such proposed amendments are subject to the shareholders’ approval by way of ordinary resolution at the EGM.

The proposed amendments to the Rules of Procedures of the Meeting of the Supervisory Committee of the Company were prepared in the Chinese language and the English version is therefore a translation only. In the event of any discrepancy between the English translation and the Chinese version of the Rules of Procedures of the Meeting of the Supervisory Committee of the Company, the Chinese version shall prevail.

— 12 —

LETTER FROM THE BOARD

4. THE EGM

The EGM will be held at 2:30 p.m. on Friday, October 27, 2017 at the Large Conference Room, 42nd Floor, Metro Plaza, No. 183-187, Tianhe North Road, Tianhe District, Guangzhou, the PRC. The notice of EGM is set out on pages 14 to 15 of this circular.

The proxy form and the reply slip of the EGM are enclosed. Whether or not you are able to attend the EGM, you are advised to read the notice of EGM carefully and to complete the enclosed proxy form in accordance with the instructions printed thereon and return it as soon as possible. H Shareholders are required to return the proxy form to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, while A Shareholders are required to return the proxy form to the Board’s office, in person or by post no later than 24 hours before the time appointed for convening the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish.

If you intend to attend the EGM either in person or by proxy, you are required to complete and return the reply slip for the meeting to Computershare Hong Kong Investor Services Limited (for H Shareholders) on or before Saturday, October 7, 2017.

The address of the Company’s Board office is 39th Floor, Metro Plaza, No. 183-187, Tianhe North Road, Tianhe District, Guangzhou, PRC, postcode: 510075, (phone: (86)20 8755 0265, (86)20 8755 0565; fax: (86)20 8755 4163). Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (phone: (852) 2862 8555).

5. VOTING BY POLL

Pursuant to the requirements of the Listing Rules, all votes of shareholders at a general meeting must be taken by poll. Therefore, all resolutions to be proposed at the EGM will be voted by poll. Results of the poll voting will be posted on the website of the Company at www.gf.com.cn and on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the EGM.

6. RECOMMENDATION

The Directors (including the Independent Non-executive Directors) consider that the resolutions set out in the notice of EGM are in the interests of the Company and its Shareholders as a whole. Therefore, the Directors recommend you to vote in favor of the proposed resolutions mentioned above.

Yours faithfully, By order of the Board GF Securities Co., Ltd. Sun Shuming

Chairman

September 12, 2017

— 13 —

NOTICE OF EGM

==> picture [41 x 40] intentionally omitted <==

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)

NOTICE OF THE 2017 FIRST EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of GF Securities Co., Ltd. (the “ Company ”) will be held at 2:30 p.m. on Friday, October 27, 2017 at the Large Conference Room, 42nd Floor, Metro Plaza, No. 183-187, Tianhe North Road, Tianhe District, Guangzhou, the PRC to consider and, if thought fit, approve the following resolutions. Unless otherwise specified, capitalized terms used in this notice shall have the same meaning as those defined in the circular of the Company dated September 12, 2017.

SPECIAL RESOLUTION

  1. To consider and approve the resolution regarding amendments to the Articles of Association of the Company.

ORDINARY RESOLUTION

  1. To consider and approve the resolution regarding amendments to the Rules of Procedures of the Meeting of the Supervisory Committee of the Company.

By order of the Board GF Securities Co., Ltd. Sun Shuming Chairman

Guangzhou, the PRC September 12, 2017

As at the date of this notice, the board of directors of the Company comprises Mr. Sun Shuming, Mr. Lin Zhihai, Mr. Qin Li and Ms. Sun Xiaoyan as executive directors; Mr. Shang Shuzhi, Mr. Li Xiulin and Ms. Liu Xuetao as non-executive directors; and Mr. Yang Xiong, Mr. Tang Xin, Mr. Chan Kalok and Mr. Li Yanxi as independent non-executive directors.

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NOTICE OF EGM

Notes:

  1. Details of the above resolutions are set out in the circular of the Company dated September 12, 2017 (the “Circular ”).

  2. Pursuant to the requirements of the Listing Rules, all votes of the shareholders at a general meeting must be taken by poll. Therefore, the resolutions as set out in the notice of EGM will be voted by poll. Results of the poll voting will be posted on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.gf.com.cn upon the conclusion of the EGM.

  3. Any Shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote on his/her behalf at the meeting. A proxy needs not be a Shareholder of the Company.

  4. The instrument appointing a proxy must be in writing by the appointor or his attorney duly authorized in writing, or if the appointor is a legal entity, either under seal or signed by a director or a duly authorized attorney.

  5. In order to be valid, the instrument appointing a proxy 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, should be completed and deposited at the Board’s office (for A Shareholders) or the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited (for H Shareholders), no less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. The address of the Company’s Board office is at 39th Floor, Metro Plaza, No. 183-187, Tianhe North Road, Tianhe District, Guangzhou, PRC, postcode: 510075, (phone: (86) 20 8755 0265; fax: (86) 20 8755 4163). Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (phone: (852) 2862 8555). Completion and return of the proxy form will not preclude a Shareholder from attending and voting at the EGM or any adjournment thereof in person should he/she so wish.

  6. In order to determine the H Shareholders’ entitlement to attend the EGM, the H Share register of members of the Company will be closed from Wednesday, September 27, 2017 to Friday, October 27, 2017 (both days inclusive), during which period no transfer of shares will be registered. In order for H Shareholders to attend the EGM, all share transfer, documents accompanied by the relevant share certificates, must be lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Tuesday, September 26, 2017. H Shareholders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the EGM. The Company will announce separately on the Shenzhen Stock Exchange for details of the eligibility of A Shareholders for attending the EGM.

  7. In the case of joint Shareholders, if more than one of them are present at the meeting, either in person or by proxy, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholder(s). For this purpose, seniority shall 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. H Shareholders who intend to attend the EGM in person or by proxy should return the reply slip for the EGM to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders) or to the Company’s Board office (for A Shareholders), by hand, by post or by fax on or before Saturday, October 7, 2017.

  9. A Shareholder or his proxy should produce proof of identity when attending the EGM. If a Shareholder is a legal person, its legal representative or other person authorized by the board of directors or other governing body of such Shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such person to attend the meeting.

  10. The EGM is expected to last for no more than half a day. Shareholders or their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

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