GF Securities Co., Ltd. — Proxy Solicitation & Information Statement 2018

Oct 18, 2018

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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)

SECOND PROXY FORM

For 2018 First Extraordinary General Meeting of GF Securities Co., Ltd. to be held on Monday, November 5, 2018 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 [4][and][Note][5)] meeting [(Note] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2018 First Extraordinary General Meeting of the Company to be held at 3:00 p.m. on Monday, November 5, 2018 at the Large Conference Room, 42nd Floor, Metro Plaza, No. 183-187, Tianhe North Road, Tianhe District, Guangzhou, the People’s Republic of China and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the 2018 First Extraordinary General Meeting of the Company dated September 20, 2018 (the “ EGM Notice ”) and the supplemental notice of the 2018 First Extraordinary General Meeting of the Company dated October 19, 2018 (the “ Supplemental Notice ”), 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.

SPECIAL RESOLUTIONFor(Note 6)Against(Note 6)Abstain(Note 6)1.To consider and approve the resolution regarding amendmentsto the Articles of AssociationORDINARY RESOLUTIONSFor(Note 6)Against(Note 6)Abstain(Note 6)2.To consider and approve the resolution regarding amendmentsto the Rules of Procedure of the Supervisory Committee3.To consider and approve the resolution regarding the electionof Mr. Fan Lifu as an independent non-executive Director ofthe Company4.To consider and approve the resolution regarding the electionof Mr. Lan Hailin as a supervisor of the Company

• Further details of the above resolutions are set out in the EGM Notice dated September 20, 2018 and in the Supplemental Notice dated October 19, 2018.

Date:

2018 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 .

1. Please insert the number of H shares registered in your name(s); if no number is inserted, this Second Proxy Form will be deemed to relate to all H shares in the capital of the Company registered in your name(s).

1. 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 need not be a shareholder of the Company, but must attend the meeting in person in order to represent you.

1. 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 Second Proxy Form.

2. 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 Second 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.

3. This Second 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 Second Proxy Form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In case of joint shareholdings, any one shareholder may sign this Second 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 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.

4. To be valid, this Second 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 Second Proxy Form shall cease upon conclusion of the 2018 First Extraordinary General Meeting or any adjourned meeting(s) thereof.

5. Completion and delivery of this Second Proxy Form will not preclude you from attending and voting at the meeting if you so wish.

6. Shareholders who intend to appoint a proxy to attend the 2018 First Extraordinary General Meeting but have not returned the form of proxy sent together with the EGM Notice (the “ First Proxy Form ”) shall only return the Second Proxy Form while the First Proxy Form needs not to be returned. The First Proxy Form is superseded by the Second Proxy Form.

7. A Shareholder who has returned the First Proxy Form shall notice that:

• a. as the relevant resolution was supplemented (as disclosed in the supplemental notice), if the Shareholder has not returned the Second Proxy Form no later than 24 hours before the time appointed for convening the 2018 First Extraordinary General Meeting or any adjourned meeting thereof, the First Proxy Form which has been duly completed and submitted by such Shareholder will be treated as an invalid proxy form. The votes by the proxy so appointed on the resolutions based on the First Proxy Form will be deemed invalid; and

• b. if the Shareholder has returned the Second Proxy Form no later than 24 hours before the time appointed for convening the 2018 First Extraordinary General Meeting or any adjourned meeting thereof, the Second Proxy Form will revoke and supersede the First Proxy Form previously submitted by such Shareholder. The Second Proxy Form which has been duly completed will be treated as a valid proxy form.

1. A shareholder or his/her/its proxy should produce proof of identity when attending the 2018 First Extraordinary General Meeting. If a corporate shareholder appoints its legal representative to attend the 2018 First Extraordinary General Meeting, such legal representative shall produce proof of identity and a copy of the resolutions of the board of directors or other governing body of such shareholder appointing such legal representative to attend the 2018 First Extraordinary General Meeting.