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

Sep 19, 2018

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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)

NOTICE OF THE 2018 FIRST EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of GF Securities Co., Ltd. (the “ Company ”) will 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 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 20, 2018.

SPECIAL RESOLUTION

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

ORDINARY RESOLUTIONS

1. To consider and approve the resolution regarding amendments to the Rules of Procedure of the Supervisory Committee.

2. To consider and approve the resolution regarding election of Mr. Fan Lifu as an independent non-executive Director of the Company.

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

Guangzhou, the PRC September 20, 2018

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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Notes:

1. Details of the above resolutions are set out in the circular of the Company dated September 20, 2018 (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 Saturday, October 6, 2018 to Monday, November 5, 2018 (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 Friday, October 5, 2018. 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 Monday, October 15, 2018.

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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