Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

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

Sep 19, 2018

50160_rns_2018-09-19_102a09c0-e2ae-43e7-adec-a37ed59bdce6.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

(3) PROPOSED ELECTION OF MR. FAN LIFU AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY AND

(4) NOTICE OF THE 2018 FIRST EGM

The EGM of GF Securities Co., Ltd. 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. 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 Monday, October 15, 2018.

September 20, 2018

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

“CSRC”

China Securities Regulatory Commission

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

  • “EGM”

  • the 2018 first extraordinary general meeting of the Company to be held at 3:00 p.m. on Monday, November 5, 2018

  • “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

  • “Rules of Procedure of the Supervisory Committee”

  • Rules of Procedure of the Supervisory Committee of the Company, as amended, modified or otherwise supplemented from time to time

— 1 —

DEFINITIONS
“SFO” the Securities and Futures Ordinance of Hong Kong (Chapter
571 of the Laws of Hong Kong) as amended, supplemented or
otherwise modified from time to time
“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

==> 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)

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) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION (2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE

(3) PROPOSED ELECTION OF MR. FAN LIFU AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY AND

(4) NOTICE OF THE 2018 FIRST EGM

1. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the EGM 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 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. PROPOSED 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.

On October 1, 2016, the CSRC issued the Administrative Measures for Risk Control Indicators of Securities Companies 《證券公司風險控制指標管理辦法》( ) (the “ Administrative Measures ”). On December 30, 2016, the Securities Association of China issued supplementary rules, including the Regulations for Overall Risk Management of Securities Companies 《證券公司全面風險管理規範》( ) (the “ Regulations for Risk Management ”), which explicitly regulates the division of duties among the board of directors, supervisory committee, management, etc. of securities companies for the fulfilment of the overall risk management and requires the establishment of a multi-leveled and inter-connected operation mechanism with effective checks and balances. According to the above regulations, the Company has clearly stated the relevant regulations in “Risk Management System of GF Securities” and implemented them; however, the relevant regulations have not yet been stated in the Articles of Association. According to the above laws and regulations and the supervisory requirements, and considering the amendment of the relevant provisions made by the industry peers, it is proposed to amend the relevant provisions in the Articles of Association.

— 4 —

LETTER FROM THE BOARD

The Board considered and approved the proposed amendments to the Articles of Association made based on the above mentioned reasons, at the Board meeting held on August 29, 2018. Details of the proposed amendments to the Articles of Association are set out below:

Provision Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Provision New Provision
Content of Provision		 New Provision
Content of Provision		 New Provision
Content of Provision		 New Provision
Content of Provision		 New Provision
Content of Provision		 Reason of Change
Article 10 Other senior management Article 10 Other senior management 1. Administrative
Measures
for
Risk
members referred to in this members referred to in this Control
Indicators
of
Securities
Articles of Association Articles of Association Companies (Revised in 2016) issued
include the deputy
general		 include the deputy
general		 by the CSRC
manager, the chief financial
officer, the chief audit officer,
the chief compliance officer,
the secretary to the Board and
such other personnel expressly
resolved and confirmed by the
Board
to
hold
important
positions.		 manager, the chief financial
officer, the secretary to the
Board, the chief compliance
officer, the chief risk officer,
the
chief
audit
officer
and
such other personnel expressly
resolved and confirmed by the
Board
to
hold
important
positions.		 Clause 2 of Article 6: “A securities
company
shall
appoint
a
senior
management
member
with
relevant
professional background, employment
experience and capability related to risk
management as the chief risk officer to
be
responsible
for
the
overall
risk
management work.”
2. Regulations
for
Overall
Risk
Management of Securities Companies
issued by the Securities Association of
China
Article 10: “A securities company shall
appoint a senior management member to
be
responsible
for
the
overall
risk
management work (hereinafter referred
to as the “chief risk officer”). The chief
risk officer shall neither concurrently
hold
position
nor
be
in
charge
of
department that conflicts with his or her
duties.”
3. Code of Corporate Governance for
Securities Companies issued by the
CSRC
Article 55: “The articles of association
of a securities company shall specify the
composition and scope of duties of the
senior management members.”
4. There are discrepancies in the ways of
expressions about senior management
members
in
the
Articles
of
Association. This amendment is to
unify the words in the expressions.

— 5 —

LETTER FROM THE BOARD

Provision Existing Provision
Content of Provision		 Provision New Provision
Content of Provision		 Reason of Change
Article 160 The Board shall exercise the Article 160 The Board shall exercise the 1. For
amendment
no.
(11),
the
main
following
functions		 and following
functions
and		 reasons
are:
(1)
according
to
the
powers: powers: Company’s past practice, the chief risk
officers
were
all
nominated
by
the
... ... ... ... chairman
of
the
Board,
and
this
(11) to appoint or dismiss the
Company’s general manager,
the secretary to the Board, the
chief compliance officer, the
chief
audit
officer,
etc.
as
nominated by the chairman of
the
Board;
to
appoint
or
dismiss the Company’s deputy
general
manager,
the
chief
financial
officer
and
other		 (11) to appoint or dismiss the
Company’s general manager,
the secretary to the Board, the
chief compliance officer, the
chief risk officer, the chief
audit officer, etc. as nominated
by the chairman of the Board;
to
appoint
or
dismiss
the
Company’s
deputy
general
manager, the chief financial		 amendment
matches
with
the
Company’s actual situation; (2) with
reference
to
the
top
10
securities
companies in our country, for those who
have made amendments to their articles
of association in accordance with the
overall risk management requirements,
the
chief
risk
officers
were
mostly
nominated by the chairman of the board
of directors.
senior management members
as nominated by the general
manager; and determine their
remunerations
and
rewards
and penalties;		 officer
and
other
senior
management
members
as
nominated
by
the
general
manager; and determine their
remunerations
and
rewards
and penalties;		 2. For amendment no. (19), the amendment
is made in accordance with Article 7 to
the
“Regulations
for
Overall
Risk
Management of Securities Companies”
and considering the actual situation of
the Company.
... ...
... ... Article 7: “The directors of a securities
(19) to examine and approve
significant
risk
management
policies
including
risk
preference;		 (19) to undertake the ultimate
responsibility for the overall
risk management, to fulfil the
significant
risk
management		 company
undertakes
the
ultimate
responsibility
for
the
overall
risk
management and performs the following
duties:
... ... policies
including
the
validation of risk preference
and the corresponding duties		 (I)
to advance the construction of risk
culture;
including
the
consideration		 (II)
to consider and approve the basic
and
approval
of
the		 system
of
the
overall
risk
Company’s
periodic
risk		 management of the company;
assessment reports; (III) to consider and approve the risk
... ... preference, risk tolerance degree
and significant risk limit of the
company;
(IV) to
consider
and
approve
the
periodic risk assessment reports
of the company;
(V)
to appoint, dismiss and assess the
chief risk officer, determine his
remuneration and compensation;
(VI) to
establish
a
direct
communication mechanism with
the chief risk officer;
(VII) other risk management duties as
required
in
the
articles
of
association.
The board of directors may authorize its
established
professional
committees
that are relevant to risk management to
fulfil
some
of
its
overall
risk
management duties.”

— 6 —

LETTER FROM THE BOARD

Provision Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Existing Provision
Content of Provision		 Provision New Provision
Content of Provision		 Reason of Change
Article 167 The chairman of the Board Article 167 The chairman of the Board For amendment no. (7), the main reasons are:
shall exercise the following shall exercise the following (1) according to the Company’s past practice,
functions and powers: functions and powers: the chief risk officers were all nominated by
the chairman
of
the
Board,
and
this
... ... ... ... amendment matches with the Company’s
(7) to nominate the general (7) to nominate the general actual situation; (2) with reference to the top
manager, the chief audit manager, the secretary to the 10 securities companies in our country, for
officer, the chief compliance Board, the chief compliance those who have made amendments to their
officer, the secretary to the officer, the chief risk officer, articles of association in accordance with the
Board, etc.; the chief audit officer, etc.; overall risk management requirements, the
chief risk officers were mostly nominated by
�� ... ... the chairman of the board of directors; (3)
there are
discrepancies
in
the
ways
of
expressions
about
senior
management
members in the Articles of Association. This
amendment is to unify the words in the
expressions.
Article 209 The Supervisory Committee Article 209 The
Supervisory
Committee		 1. Regulations
for
Overall
Risk
shall exercise the following shall exercise the following Management of Securities Companies
functions and powers: functions and powers: issued by the Securities Association of
China
... ... ... ...
Article 8: “The supervisory committee
(10) to exercise other powers (10)
to
undertake
the		 of a securities company shall undertake
conferred by laws, supervisory responsibility of the supervisory responsibility of the
administrative regulations, the overall risk management, overall risk management, be responsible
departmental rules or general be responsible for supervising for
supervising
and
examining
the
meetings. and
examining
the		 performance of duties of the Board and
performance of duties of the the management in the risk management
Board and the management in aspect
and
supervising
the
the risk management aspect rectification.”
and
supervising
the
rectification; 2. Code of Corporate Government for
Securities Companies issued by the
(11) to exercise other powers CSRC
conferred
by
the
laws,
administrative
regulations,
departmental rules or general
meetings.		 Clause 1 of Article 48: “The articles of
association
of
a
securities
company
shall
specify
the
duties,
rules
of
procedure and voting procedures of the
supervisory committee.”

— 7 —

LETTER FROM THE BOARD

Provision Existing Provision
Content of Provision		 Provision New Provision
Content of Provision		 Reason of Change
Article 219 The Company shall establish Article 219 The Company shall establish Regulations for Overall Risk Management
and improve its risk control and improve its risk control of Securities Companies issued by the
system to prevent and control system to prevent and control Securities Association of China
the Company’s operation and
internal
management
risks
according to laws, regulations
and relevant provisions of the
CSRC.		 the Company’s operation and
internal
management
risks
according to laws, regulations
and relevant provisions of the
CSRC.		 Article 10: “A securities company shall
appoint a senior management member to be
responsible for the overall risk management
work (hereinafter referred to as the “chief
risk officer”). The chief risk officer shall
The Company shall establish
the risk control system and
clarify the duties of the risk		 The Company shall set up the
position of chief risk officer
who
undertakes
the
overall		 neither concurrently hold position nor be in
charge of department that conflicts with his
or her duties.”
controllers according to the risk management work of the
relative
regulations
and		 its Company.
The
chief
risk
own conditions. officer
shall
neither
concurrently hold position nor
be in charge of department
that conflicts with his or her
duties.
The Company shall establish
the risk control system and
specify the duties of the risk
controllers according to the
relevant
regulations
and
its
own situations.

The Board proposes to the general meeting of the Company for the approval of the above amendments to the Articles of Association, and authorizes the management of the Company: (1) to make adjustments and amendments to the Articles of Association (draft) that were considered and approved at the general meeting 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 of the domestic and foreign laws and regulations, requirements and advices of the relevant domestic and foreign governmental departments and supervisory authorities, and the actual situation of the Company; (2) to handle the relevant procedures of the applications to the regulatory authorities for approval/filing of the Articles of Association; (3) to handle the relevant procedures including the registration of change of industrial and commercial particulars involved due to 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 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.

— 8 —

LETTER FROM THE BOARD

3. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE OF THE SUPERVISORY COMMITTEE OF THE COMPANY

On October 1, 2016, the CSRC issued the Administrative Measures. On December 30, 2016, the Securities Association of China issued supplementary rules, including the Regulations for Risk Management, which explicitly regulates the division of duties among the board of directors, supervisory committee, management, etc. of securities companies for the fulfilment of the overall risk management and requires the establishment of a multi-leveled and inter-connected operation mechanism with effective checks and balances. According to the above regulations, the Company has clearly stated the relevant regulations in the relevant rules of the Company and implemented them. For further improvement of the rules of the Company, in accordance with the above laws and regulations and the supervisory requirements, it is proposed to amend the relevant provisions of the Rules of Procedure of the Supervisory Committee.

The Supervisory Committee considered and approved the proposed amendments to the Rules of Procedure of the Supervisory Committee made based on the above reasons, at the Supervisory Committee meeting held on August 29, 2018. Details of the proposed amendments to the Rules of Procedure of the Supervisory Committee are set out below:

Existing Provision
Provision
Content of Provision
Provision		 Existing Provision
Provision
Content of Provision
Provision		 Existing Provision
Provision
Content of Provision
Provision		 Existing Provision
Provision
Content of Provision
Provision		 Existing Provision
Provision
Content of Provision
Provision		 Existing Provision
Provision
Content of Provision
Provision		 Existing Provision
Provision
Content of Provision
Provision		 Existing Provision
Provision
Content of Provision
Provision		 New Provision
Content of Provision		 New Provision
Content of Provision		 Reason of Change
Article 7 The Supervisory
Article 7		 The
Supervisory		 Regulations
for
Overall
Risk
Committee shall exercise Committee shall exercise Management of Securities Companies
the following
functions		 the
following
functions		 issued by the Securities Association of
and powers: and powers: China
... ... ... ... Article 8: “The supervisory committee
(10)
to
exercise
other
powers conferred by the
laws,
administrative
regulations, departmental
rules or general meetings.		 (10)
to
undertake
the
supervisory
responsibility
of
the
overall risk management,
be
responsible
for
supervising
and
examining
the		 of a securities company shall undertake
the supervisory responsibility for the
overall risk management, be responsible
for
supervising
and
examining
the
performance of duties of the Board and
the management in the risk management
aspect
and
supervising
the
rectification.”
performance of duties of
the
Board
and		 the
management in the risk
management
aspect		 and
supervising the
rectification;
(11)
to
exercise
other
powers conferred by the
laws,
administrative
regulations, departmental
rules or general meetings.

— 9 —

LETTER FROM THE BOARD

Existing Provision
Provision
Content of Provision		 Existing Provision
Provision
Content of Provision		 Provision New Provision
**Content of **		 Provision Reason of Change Reason of Change
Article 9 The
Company
shall		 Article 9 The
Company
shall		 In accordance with the requirements of
establish the secretary to establish the secretary to Article 8 to Regulations for Overall
the
Supervisory		 the Supervisory Risk Management of Securities
Committee and the office Committee and the office Companies, the relevant duties of the
of
the
Supervisory		 of
the		 Supervisory office of the Supervisory Committee in
Committee.
Under
the		 Committee. Under
the		 assisting the Supervisory Committee to
leadership
of
the		 leadership of
the		 fulfil supervision and examination of
chairman
of
the		 chairman of
the		 the risk management of the Company
Supervisory
Committee,		 Supervisory Committee, are specified.
they shall be responsible they shall be responsible
for the work and report it for the work and report it
to
the
Supervisory		 to
the		 Supervisory
Committee. The secretary Committee. The secretary
of
the
Supervisory		 of
the		 Supervisory
Committee
shall
be		 Committee shall
be
nominated
by
the		 nominated by
the
chairman
of
the		 chairman of
the
Supervisory
Committee		 Supervisory Committee
and
appointed
or		 and
appointed
or
dismissed
through
the		 dismissed through
Supervisory Committee. Supervisory Committee.
... ... ... ...
The main duties of the The main duties of the
secretary
to
the		 secretary to
the
Supervisory
Committee		 Supervisory Committee
are as follows: are as follows:
(I)
to
formulate
the		 (I)
to
formulate
the
relevant rules and work relevant rules and work
process
of
the		 process of
the
Supervisory
Committee,		 Supervisory Committee,
according
to
the		 according to
the
requirements
of
the		 requirements of
the
external
laws
and		 external
laws
and
regulations and the needs regulations and the needs
of
the
internal		 of
the		 internal
management; management;
(II)
to
assist
the		 (II)
to
assist
the
Supervisory
Committee		 Supervisory Committee
to
conduct
specific		 to
conduct		 specific
examination in respect of examination in respect of
the Company’s financial the Company’s financial,
and
compliance		 compliance and
risk
situations; management, etc.;
... ... ... ...

— 10 —

LETTER FROM THE BOARD

Existing Provision
Provision
Content of Provision		 Existing Provision
Provision
Content of Provision		 Provision New Provision
Content of Provision		 **Reason ** **Reason ** of Change of Change of Change
Article 12 Supervisors
have
the		 Article 12 Supervisors
have
the		 In accordance with the requirement of
rights
to
comprehend		 rights
to
comprehend		 Article 8 to Regulations for Overall
operation situation of the operation situation of the Risk Management of Securities
Company and undertake Company and undertake Companies, the relevant functions and
the
corresponding		 the
corresponding		 powers of the Supervisory Committee in
confidential
obligation.		 confidential
obligation.		 supervising
and		 examining the risk
The Company shall have The Company shall have management of the Company are
its internal audit reports, its internal audit reports, specified.
compliance
reports,		 compliance reports, risk
monthly
or
quarterly		 management
reports,
financial reports, annual monthly
or
quarterly
financial
reports
and		 financial reports, annual
other material matters be financial
reports
and
reported and delivered to other material matters be
the
Supervisory		 reported and delivered to
Committee
in
a
timely		 the
Supervisory
manner. Committee
in
a
timely
manner.

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

The proposed amendments to the Rules of Procedure 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 Procedure of the Supervisory Committee of the Company, the Chinese version shall prevail.

4. PROPOSED ELECTION OF MR. FAN LIFU AS AN INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY

Reference is made to the announcement of the Company dated September 18, 2018, in relation to the proposed appointment of an independent non-executive Director. Upon the consideration and approval at the Board meeting held on September 18, 2018, the Board proposed to appoint Mr. Fan Lifu (范立夫) (“ Mr. Fan ”) as an independent non-executive Director of the Company.

The biography of Mr. Fan is as follows:

Mr. Fan Lifu was born in October 1972. He holds a doctor’s degree and is a professor. Mr. Fan served as teaching assistant at the School of Finance of the Dongbei University of Finance and Economics from April 1998 to December 2000；lecturer at the School of Finance of the Dongbei University of Finance and Economics from January 2001 to June 2002; associate professor at the School of Finance of the Dongbei University of Finance and Economics from July 2002 to June 2011; and deputy director of the Research Department of the Dongbei University of Finance and Economics from December 2009 to December 2016. He has been professor at the School of Finance of the Dongbei University of Finance and Economics since July 2011, and deputy dean of the School of Finance of the Dongbei University of Finance and Economics since December 2016. Mr. Fan has been an independent director of Tieling Newcity Investment Holding Limited (鐵嶺新城投資控股股份有限 公司) (a company listed on the Shenzhen Stock Exchange, stock code: 000809) since December 2017.

— 11 —

LETTER FROM THE BOARD

Mr. Fan has not obtained the relevant qualifications in accordance with the Measures on Supervision of Qualifications for Directors, Supervisors and Senior Management Personnel of Securities Companies. There are no circumstances as set out in Rule 3.2.3 of the Guidelines on the Standardized Operation of Companies Listed on the Main Board of the Shenzhen Stock Exchange; and he does not have any connected relationship with any shareholder holding more than 5% of the shares of the Company, or other directors, supervisors or senior management of the Company. Mr. Fan does not hold any shares of the Company; he has not been investigated by judicial authorities due to suspected commission of offences and has not been investigated by the CSRC due to suspected violation of laws and regulations; he does not have any dishonest behaviors; he has satisfied the qualifications required by laws, administrative regulations, departmental rules, normative documents, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and other relevant provisions of any stock exchanges.

If appointed, Mr. Fan will enter into a director’s service agreement with the Company. His term of office shall not terminate until the expiration of the term of the current Board and he may be re-elected upon expiration of his term of office.

According to the relevant PRC laws and regulations and the Articles of Association, the appointment of Mr. Fan shall become effective after it is considered and approved at the Company’s general meeting and when the relevant qualification for his position as a director of a securities company is obtained and he formally assumes the role as a director of the Company.

To the best knowledge of the Directors and save as disclosed above, Mr. Fan has not held any directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the past three years. He does not have any relationships with any directors, supervisors, senior management and substantial shareholders of the Company or any of their respective subsidiaries, nor does he hold any position in the Company or any of its subsidiaries. As at the date of this circular, Mr. Fan does not hold any interest in the shares of the Company or its associated corporation (within the meaning of Part XV of the SFO).

Save as disclosed above, Mr. Fan has confirmed that there is no information which shall be disclosed pursuant to the Rules 13.51(2)(h) to (v) of the Listing Rules, nor are there any other matters which need to be brought to the attention of the shareholders of the Company. Mr. Fan has also confirmed that he has not been punished by the CSRC or other relevant authorities or any stock exchanges.

Mr. Fan has confirmed his independence to the Company pursuant to Rule 3.13 of the Listing Rules. The Board is also of the view that Mr. Fan meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

It is now proposed to the EGM for consideration and approval of the resolution regarding election of Mr. Fan Lifu as an independent non-executive Director of the Company.

— 12 —

LETTER FROM THE BOARD

5. THE EGM

The EGM 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. 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 Monday, October 15, 2018.

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).

6. 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.

7. 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 20, 2018

— 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 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.

— 14 —

NOTICE OF EGM

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.

— 15 —

More from GF Securities Co., Ltd.

Report Publication Announcement 2026
Jun 11
Report Publication Announcement 2026
Jun 10
Regulatory Filings 2026
Jun 9
Report Publication Announcement 2026
Jun 9
Report Publication Announcement 2026
Jun 8
Report Publication Announcement 2026
Jun 8
Report Publication Announcement 2026
Jun 8
Board/Management Information 2026
Jun 8
Report Publication Announcement 2026
Jun 4
Report Publication Announcement 2026
Jun 4
View all filings →