GF Securities Co., Ltd. — Proxy Solicitation & Information Statement 2024

Sep 23, 2024

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, 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.

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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)

(1) RESOLUTION REGARDING THE AMENDMENTS TO THE CONNECTED TRANSACTION MANAGEMENT SYSTEM OF GF SECURITIES (2) RESOLUTION REGARDING THE 2024 INTERIM PROFIT DISTRIBUTION PLAN OF GF SECURITIES

AND

(3) NOTICE OF THE 2024 FIRST EGM

The 2024 First EGM of GF Securities Co., Ltd. will be held at 2:00 p.m. on Tuesday, October 15, 2024 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC. A notice of convening the EGM is set out on pages 12 to 15 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice of the 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. Completion and return of the proxy form will not preclude you from attending and voting at the EGM in person if you so wish.

September 23, 2024

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– 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 SZSE 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” or “Board of Directors”

• the board of directors of the Company

• “the Company” or “Company” or “GF Securities” or “parent 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 Hong Kong Stock Exchange and the SZSE, respectively

• “Director(s)”

• director(s) of the Company

• “EGM” or “2024 First EGM”

• the 2024 first extraordinary general meeting of the Company to be held at 2:00 p.m. on Tuesday, October 15, 2024

• “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 Hong Kong Stock Exchange and traded in Hong Kong dollars in Hong Kong (stock code: 1776)

• “H Shareholder(s)”

• holder(s) of H Shares

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Listing Rules”

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time

– 1 –

DEFINITIONS

“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Independent Director(s)” or	the independent non-executive director(s)	of	the
“Independent Non-executive	Company
Director(s)”
“PRC” or “China”	the People’s Republic of China, and which	for	the
	purpose of this circular only, excludes Hong Kong,		the
	Macau Special Administrative Region of the PRC		and
	Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	the 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)
“SZSE”	Shenzhen Stock Exchange

Note: Unless otherwise specified, the monetary amount presented in this circular are denominated in RMB.

– 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: Registered address: Mr. Lin Chuanhui (Chairman) Room 618 Mr. Qin Li (General Manager) 2 Tengfei 1st Road Ms. Sun Xiaoyan Sino-Singapore Guangzhou Knowledge City Mr. Xiao Xuesheng Huangpu District, Guangzhou Guangdong Non-executive Directors: the PRC Mr. Li Xiulin Mr. Shang Shuzhi Principal place of business in the PRC: Mr. Guo Jingyi GF Securities Tower 26 Machang Road Independent Non-executive Directors: Tianhe District, Guangzhou Ms. Leung Shek Ling Olivia Guangdong Mr. Li Wenjing the PRC Mr. Zhang Chuang Mr. Wang Dashu Principal place of business in Hong Kong: 27/F, GF Tower 81 Lockhart Road, Wan Chai Hong Kong

To the H Shareholders

September 23, 2024

Dear Sir or Madam,

(1) RESOLUTION REGARDING THE AMENDMENTS TO THE CONNECTED TRANSACTION MANAGEMENT SYSTEM OF GF SECURITIES (2) RESOLUTION REGARDING THE 2024 INTERIM PROFIT DISTRIBUTION PLAN OF GF SECURITIES AND (3) NOTICE OF THE 2024 FIRST EGM

1. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the 2024 First EGM to be held at 2:00 p.m. on Tuesday, October 15, 2024 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC.

The purpose of this circular is to give you the 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.

– 3 –

LETTER FROM THE BOARD

2. RESOLUTION REGARDING THE AMENDMENTS TO THE CONNECTED TRANSACTION MANAGEMENT SYSTEM OF GF SECURITIES

According to the Measures for the Administration of Independent Directors of Listed Companies, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange, the Self-Regulatory Guidelines No. 1 for Companies Listed on the Shenzhen Stock Exchange – Standardized Operation for Companies Listed on Main Board (《深圳證券交易所上市公司自 律監管指引第1號—主板上市公司規範運作》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and relevant regulations and taking into account the actual situation of the Company, the Company proposes to make amendments to the Connected Transaction Management System of GF Securities.

The aforesaid resolution was considered and approved by the Board at the 3rd Meeting of the Eleventh Session of the Board of Directors of the Company on August 30, 2024 and is hereby proposed to the EGM for consideration and approval by the Shareholders.

Details of the proposed amendments to the Connected Transaction Management System of GF Securities are as follows:

			Existing Provision				New Provision
	Provision		Content of Provision		Provision		Content of Provision	Basis of Amendments
	Article	1	In order to regulate the connected		Article 1		In order to regulate the connected	To	amend			according	to
			transactions of GF Securities Co., Ltd.				transactions of GF Securities Co., Ltd.	the	newly			promulgated
			(the “Company”) and protect	the			(the “Company”) and protect the	or			revised external
			legitimate rights and interests of the				legitimate rights and interests of the	regulations,				including
			Company’s shareholders, especially the				Company’s shareholders, especially the	the			Measures		for
			minority investors and the Company’s				minority investors and the Company’s	the		Administration			of
			creditors, the System is formulated in				creditors, the System is formulated in	Independent				Directors of
			accordance with the requirements under				accordance with the requirements under	Listed			Companies		and
			the Company Law of the People’s				the Company Law of the People’s	the			Self-Regulatory
			Republic of China, the Securities Law of				Republic of China, the Securities Law of	Guidelines				No. 1	for
			the People’s Republic of China, the Rules				the People’s Republic of China, the	Companies				Listed	on
			Governing the Listing of Stocks on the				Measures for the Administration of	the			Shenzhen Stock
			Shenzhen Stock Exchange, the Rules				Independent Directors of Listed	Exchange –				Standardized
			Governing the Listing of Securities on				Companies, the Rules Governing the	Operation for Companies
			The Stock Exchange of Hong Kong Limit				Listing of Stocks on the Shenzhen Stock	Listed			on Main Board.
			(“Hong Kong Listing Rules”)	and			Exchange, the Self-Regulatory
			relevant laws and regulations, department				Guidelines No. 1 for Companies Listed
			rules, regulatory documents and the				on the Shenzhen Stock Exchange –
			Articles of Association of GF Securities				Standardized Operation for Companies
			Co., Ltd. (the “Articles of Association”).				Listed on Main Board, the Rules
							Governing the Listing of Securities on
							The Stock Exchange of Hong Kong Limit
							(“Hong Kong Listing Rules”) and
							relevant laws and regulations, department
							rules, regulatory documents and the
							Articles of Association of GF Securities
							Co., Ltd. (the “Articles of Association”).

– 4 –

LETTER FROM THE BOARD

		Existing Provision		New Provision
	Provision	Content of Provision	Provision	Content of Provision	Basis of Amendments
	Article 11	……	Article 11	……	To amend according to
		In accordance with the Hong Kong		In accordance with the Hong Kong	Rule 14A.24(6) of the
		Listing Rules, a connected transaction		Listing Rules, a connected transaction	Hong Kong Listing Rules
		means any transaction of the Company		means any transaction of the Company	and optimize expression.
		and/or any of its subsidiaries (the		and/or any of its subsidiaries (the
		“Group”) with the connected persons and		“Group”) with the connected persons and
		any specific type of transaction with the		any specific type of transaction with the
		third parties that may confer benefits on		third parties that may confer benefits on
		the connected persons through their		the connected persons through their
		interests in the entities involved in the		interests in the entities involved in the
		transaction. Such connected transaction		transaction. Such connected transaction
		may be a one-off connected transaction or		may be a one-off connected transaction or
		a continuing transaction. Continuing		a continuing transaction. Continuing
		connected transactions are related		connected transactions are connected
		transactions involving the provision of		transactions involving the provision of
		goods or services or financial assistance,		goods or services or financial assistance,
		which are carried out on a continuing or		which are carried out on a continuing or
		recurring basis and are expected to extend		recurring basis and are expected to extend
		over a period of time in the ordinary		over a period of time in the ordinary
		course of business. The transaction		course of business. The transaction
		includes the transactions of capital and		includes the transactions of capital and
		revenue nature, whether or not the		revenue nature, whether or not the
		transaction is carried out in the ordinary		transaction is carried out in the ordinary
		course of business of the Group. This		course of business of the Group. This
		includes the following categories of		includes the following categories of
		transactions:		transactions:
		……		……
		(VI) issuing new securities of the		(VI) theissueof new securities or sale
		Company or its subsidiaries,		or transfer of treasury shares
		including underwriting or sub-		by the Company or
		underwriting issue of securities;		its subsidiaries, including
		……		underwriting or sub-underwriting
				issue of securities or sale or
				transfer of treasury shares;
				……

– 5 –

LETTER FROM THE BOARD

		Existing Provision		New Provision
Provision		Content of Provision	Provision	Content of Provision	Basis of Amendments
Article 18		If the Company and its related natural	Article 18	If the Company and its related natural	To amend		according		to
		person enter into any connected		person enter into any connected	Article 23 of		the	Measures
		transaction with an amount exceeding		transaction with an amount exceeding	for the Administration of
		RMB300,000, such connected		RMB300,000, such connected	Independent		Directors of
		transaction shall be disclosed in a		transaction shall be submitted to	Listed	Companies			and
		timely manner. For any connected		the board of directors of the Company	Rule	6.3.6 of the Rules
		transaction with an amount exceeding		for approval and disclosed in a	Governing the Listing of
		RMB3,000,000 and accounting for		timely manner. For any connected	Stocks on the			Shenzhen
		0.05% or more of the latest audited		transaction with an amount exceeding	Stock	Exchange.
		absolute value of net assets of the		RMB30,000,000 and accounting for 0.5%
		Company, such connected transaction		or more of the latest audited absolute
		shall be submitted to the board of		value of net assets of the Company, such
		directors of the Company for approval.		connected transaction shall be submitted
		For any connected transaction with an		to the general meeting of the Company
		amount exceeding RMB30,000,000 and		for approval.
		accounting for 0.5% or more of the latest
		audited absolute value of net assets of the
		Company, such connected transaction
		shall be submitted to the general meeting
		of the Company for approval.
Article 19		If the Company and its related legal	Article 19	If the Company and its related legal	To	amend		according
		person (or other organizations) enter into		person (or other organizations) enter into	to Article		23	of	the
		any connected transaction with an amount		any connected transaction with an amount	Measures		for		the
		exceeding RMB3,000,000 and accounting		exceeding RMB3,000,000 and accounting	Administration				of
		for 0.5% or more of the latest audited		for 0.5% or more of the latest audited	Independent		Directors of
		absolute value of net assets of the		absolute value of net assets of the	Listed Companies				and
		Company, such connected transaction		Company, such connected transaction	Rule	6.3.6 of the Rules
		shall be disclosed in a timely manner.		shall be submitted to the board of	Governing the Listing of
		For any connected transaction with an		directors of the Company for approval	Stocks on the			Shenzhen
		amount exceeding RMB10,000,000 and		and disclosed in a timely manner.	Stock	Exchange.
		accounting for 1% or more of the latest		For any connected transaction with an
		audited absolute value of net assets of		amount exceeding RMB30,000,000 and
		the Company, such connected		accounting for 2.5% or more of the latest
		transaction shall be submitted to the		audited absolute value of net assets of the
		board of directors of the Company		Company, such connected transaction
		for approval. For any connected		shall be submitted to the general meeting
		transaction with an amount exceeding		of the Company for approval.
		RMB30,000,000 and accounting for 2.5%
		or more of the latest audited absolute
		value of net assets of the Company, such
		connected transaction shall be submitted
		to the general meeting of the Company
		for approval.

– 6 –

LETTER FROM THE BOARD

		Existing Provision	Existing Provision	New Provision
	Provision	Content of Provision Provision		Content of Provision
	Article 20	When the Company considers the connected transactions that require the prior approval of independent directors, the Company shall submit the relevant information to the independent directors for prior approval through the board secretary in a timely manner. Independent directors may, before making a judgment, engage an intermediary to issue an independent financial advisor report as the basis for their judgment, and the Company shall bear the relevant expenses. Article 20		The connected transactions **disclosed as required by the **
	Article 27	…… (I) (II) ……	Fully-exempted connected transactions shall be subject to the annual review requirement under Article 28 of the System. Partially-exempted one-off connected transactions shall be dealt with in accordance with the announcement requirement under Clause (III) (1) (A) of this Article and the reporting requirement under Clause (III) (1) (F) of this Article. Partially-exempted continuing connected transactions shall be dealt with in accordance with the requirement under Clause (III) (2) (A) of this Article. Article 27	…… (I) (II) ……

– 7 –

LETTER FROM THE BOARD

			Existing Provision			New Provision
Provision			Content of Provision	Provision		Content of Provision		Basis of Amendments
Article 28		Annual review requirements are as		Article 28	Annual review requirements are		as	To amend according to
		follows:			follows:			Rule 14A.57 of the Hong
		……			……			Kong	Listing Rules.
		(III)	Acopy of auditor’s letter must		(III)	The Company must allow, and
			be sent to the Hong Kong Stock			ensure the counterparties	to
			Exchange at least 10 business			the continuing connected
			days before the bulkprinting of			transactions to allow, the auditors
			the Company’s annual report.			sufficient access to the records of
		(IV)	The Company must allow, and			the aforesaid parties for	the
			ensure the counterparties to the			purpose of reporting of	the
			continuing connected			transactions.
			transactions to allow, the auditors		(IV)	The Company must promptly
			sufficient access to the records of			notify the Hong Kong Stock
			the aforesaid parties for the			Exchange and publish	an
			purpose of reporting of the			announcement if the independent
			transactions.			non-executive directors and/or
		(V)	The Company must promptly			the auditors fail to confirm	the
			notify the Hong Kong Stock			matters as required. The Hong
			Exchange and publish an			Kong Stock Exchange may
			announcement if the independent			require the Company to	re-
			non-executive directors and/or			comply with the requirements	on
			the auditors fail to confirm the			announcement and shareholders’
			matters as required. The Hong			approval and may also impose
			Kong Stock Exchange may			additional conditions.
			require the Company to re-		(V)	If the Group has entered into	an
			comply with the requirements on			agreement for a fixed period with
			announcement and shareholders’			fixed terms, which involves:
			approval and may also impose		……
			additional conditions.
		(VI)	If the Group has entered into an
			agreement for a fixed period with
			fixed terms, which involves:
		……
Article 29		In connection with any disclosure of a		Article 29	In connection with any disclosure of a			To amend according to
		connected transaction by the Company,			connected transaction by the Company,			Article 3.5.21 of the Self-
		the following documents shall be filed			the following documents shall be filed			Regulatory Guideline No.
		with	Shenzhen Stock Exchange:		with	Shenzhen Stock Exchange:		1 for Companies Listed
		……			……			on the Shenzhen Stock
		(III)	Board resolutions, text of		(III)	Board resolutions, text	of	Exchange –Standardized
			announcements on the resolutions			announcements on the resolutions		Operation for Companies
			and opinions of independent			and resolutions of the special		Listed on Main Board.
			directors (if applicable);			meeting(s) of independent
		……				directors;
					……

– 8 –

LETTER FROM THE BOARD

		Existing Provision			New Provision
	Provision	Content of Provision	Provision		Content of Provision	Basis of Amendments
	Article 30	The announcement regarding the	Article 30		The announcement regarding the	To amend according to the
		connected transactions disclosed on the			connected transactions disclosed on the	Self-Regulatory Guideline
		Shenzhen Stock Exchange by the			Shenzhen Stock Exchange by the	No.	2 for Companies
		Company shall include the following			Company shall include the following	Listed on the Shenzhen
		contents:			contents:	Stock	Exchange	–
		……			……	Announcement Format.
		(IX) prior consent and independent			(IX) the consent of more than halfof
		opinion expressed by the			all the independent directors;
		independent directors;			……
		……
	Appendix	“Connected person” includes:	Appendix		“Connected person” includes:	To amend according to
	(IV)	……	(IV)		……	Rule 19A.19 of the Hong
		In addition, the Hong Kong Stock			The Hong Kong Stock Exchange will not	Kong	Listing Rules.
		Exchange may from time to time			normally treat a PRC Governmental Body
		determine that certain persons or			as a connected person. The Hong Kong
		entities should be treated as connected			Stock Exchange may request a company
		persons of a PRC issuer for purposes of			to be listed to explain its relationship with
		the connected transaction provisions of			a PRC Governmental Body and why it
		Chapter 14A. The Hong Kong Stock			should not be treated as a connected
		Exchange will not normally treat a PRC			person. If the Hong Kong Stock Exchange
		Governmental Body as a connected			decides to treat the PRC Governmental
		person. The Hong Kong Stock Exchange			Body as a connected person, the company
		may request a company to be listed to			to be listed must comply with any
		explain its relationship with a PRC			additional obligations arising therefrom.
		Governmental Body and why it should
		not be treated as a connected person. If
		the Hong Kong Stock Exchange decides
		to treat the PRC Governmental Body as a
		connected person, the company to be
		listed must comply with any additional
		obligations arising therefrom.

– 9 –

LETTER FROM THE BOARD

3. RESOLUTION REGARDING THE 2024 INTERIM PROFIT DISTRIBUTION PLAN OF GF SECURITIES

According to the Company’s consolidated statements for the period from January to June 2024, the net profit attributable to owners of parent company was RMB4,362,371,717.16, the net profit of the parent company was RMB4,628,800,375.60. As at June 30, 2024, the undistributed profit of the parent company as at the end of the period was RMB31,134,229,822.98.

According to the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Financial Rules for Financial Enterprises, the Document (Zheng Jian Ji Gou Zi [2007] No. 320) issued by the CSRC, the Self-Regulatory Supervision Guidelines for Company Listed on the Shenzhen Stock Exchange No. 9 – Repurchase of Shares and the Articles of Association and other relevant regulations, the Company proposed the following interim profit distribution plan for the year of 2024 in the interest of the Shareholders and the development of the Company:

Based on the number of shares held as at the record date for dividend distribution after deducting the number of shares deposited in the special account for securities repurchase of the Company, it was proposed that a cash dividend of RMB1.0 (tax inclusive) for every 10 shares be distributed to all Shareholders. If there is any change in the total share capital of the Company prior to the record date for dividend distribution, it is proposed to maintain the distribution ratio unchanged and adjust the total distribution accordingly. Based on the Company’s existing share capital of 7,621,087,664 Shares after deducting 15,242,153 repurchased A Shares (i.e. 7,605,845,511 shares), the total cash dividend would be RMB760,584,551.10, and the remaining undistributed profit of RMB30,373,645,271.88 would be carried forward to the next period. The cash dividend distribution accounted for 17.44% of the net profit attributable to the Shareholders of the parent company in the consolidated financial statements for the period from January to June 2024.

The Plan complies with the profit distribution policy required by the Articles of Association. After being considered and approved by the EGM, the 2024 Interim Profit Distribution Plan of the Company will be implemented within two months from the date when it is being considered and approved at the EGM, and is hereby proposed to the EGM to authorize the operating management of the Company to deal with, including but not limited to, opening and operating dividend accounts and other specific matters relating to the implementation of profit distribution. The date of dividend distribution for A Shares and H Shares is November 28, 2024. Dividends for A Shares will be paid in RMB and dividends for H Shares will be paid in Hong Kong dollars, and the actual amount will be translated by the average benchmark exchange rate between RMB and Hong Kong dollars as announced by the People’s Bank of China for the five business days prior to the date of the EGM.

– 10 –

LETTER FROM THE BOARD

4. THE EGM

The EGM will be held at 2:00 p.m. on Tuesday, October 15, 2024 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC. The notice of the EGM is set out on pages 12 to 15 of this circular.

Enclosed are the proxy form of the EGM. Whether or not you are able to attend the EGM, you are advised to read the notice of the 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. Completion and return of the proxy form will not preclude you from attending and voting at the EGM in person if you so wish.

The address of the Company’s Board office is 51st Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC, postal code: 510627, (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 Hong Kong 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 published 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) are of the view that the matters set out in this circular are in the interests of the Company and the Shareholders as a whole. As such, the Directors (including the independent non-executive Directors) recommend all the Shareholders to vote in favour of the resolutions to be proposed at the EGM.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects, and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board GF Securities Co., Ltd. Lin Chuanhui

Chairman

– 11 –

NOTICE OF THE EGM

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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 EGM

NOTICE IS HEREBY GIVEN that the 2024 first extraordinary general meeting (the “ EGM ”) of GF Securities Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Tuesday, October 15, 2024 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC to consider and, if thought fit, approve the following resolutions.

ORDINARY RESOLUTIONS

1. To consider and approve the resolution regarding the amendments to the Connected Transaction Management System of GF Securities; and

2. To consider and approve the resolution regarding the 2024 Interim Profit Distribution Plan of GF Securities.

By order of the Board GF Securities Co., Ltd. Lin Chuanhui Chairman

Guangzhou, the PRC

September 23, 2024

As at the date of this notice, the Board of the Company comprises Mr. Lin Chuanhui, Mr. Qin Li, Ms. Sun Xiaoyan and Mr. Xiao Xuesheng as executive Directors; Mr. Li Xiulin, Mr. Shang Shuzhi and Mr. Guo Jingyi as non-executive Directors; and Ms. Leung Shek Ling Olivia, Mr. Li Wenjing, Mr. Zhang Chuang and Mr. Wang Dashu as independent non-executive Directors.

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NOTICE OF THE EGM

Notes:

1. Details of the aforesaid resolutions are set out in the circular of the Company dated September 23, 2024 (the “ Circular ”).

2. Pursuant to the requirements of the Hong Kong Listing Rules, all votes of Shareholders at a general meeting must be taken by poll. Therefore, the resolutions as set out in the notice of the EGM will be voted by poll. Results of the poll voting will be published 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 need not be a Shareholder of the Company.

4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authorization document, if any, under which it is signed, or a notarially certified copy of such power of attorney or authorization document, 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. The address of the Company’s Board office is at 51st Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC, postal code: 510627, (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). Completion and return of the proxy form will not preclude a Shareholder from attending and voting at the EGM in person should he/she so wish.

5. 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, October 9, 2024 to Tuesday, October 15, 2024 (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, October 8, 2024. H Shareholders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the EGM.

6. The Board recommended the payment of an interim dividend for 2024 in an aggregate amount expected to be RMB760,584,551.10 (tax inclusive), representing a cash dividend of RMB1.00 (tax inclusive) for every 10 Shares held on the basis of the number of Shares on the record date for dividend distribution after deducting the repurchased 15,242,153 A Shares. Cash dividends of H Shares are distributed in Hong Kong dollars, the actual amount of which is calculated based on the average benchmark exchange rate for conversion between RMB and Hong Kong dollar as announced by the People’s Bank of China of the five business days before the date of the EGM (i.e. from October 8, 2024 to October 11, 2024 and October 14, 2024).

If the Shareholders approve the 2024 interim dividend at the EGM, the Company’s interim dividend for 2024 will be paid to H Shareholders on Thursday, November 28, 2024.

Separate announcements will be published by the Company in respect of the record date and book closure period for the payment of dividends on H Shares, as well as the record date and specific date for the payment of dividends on A Shares and other relevant matters.

Time arrangements of the record date, ex-entitlement date and interim dividend payment date for the investors of Northbound Trading of Shenzhen Connect are consistent with those for the A Shareholders of the Company. Time arrangements of the record date, ex-entitlement date and interim dividend payment date for Southbound Trading investors are consistent with those for the H Shareholders of the Company.

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NOTICE OF THE EGM

1. Withholding and payment of enterprise income tax for overseas non-resident enterprise Shareholders

According to the Enterprise Income Tax Law of the People’s Republic of China (《中華人民共和國企業所得 稅法》) and its implementation regulations and other relevant rules and regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% when distributing the 2024 interim dividend to non-resident enterprise Shareholders as appeared on the H Share register of members of the Company. Any Shares registered in the name of non-individual registered Shareholders, including HKSCC Nominees Limited, other nominees, trustees or other organizations and groups, will be treated as being held by non-resident enterprise Shareholders and therefore will be subject to the withholding of the enterprise income tax.

Upon receipt of such dividends, a non-resident enterprise Shareholder may apply to the competent tax authorities for relevant treatment under the tax treaties (arrangements) in person or through a proxy or a withholding agent and provide evidence in support of its status as a beneficial owner as defined in the tax treaties (arrangements). Upon verification by the competent tax authorities, the difference between the tax levied and the amount of tax payable as calculated at the tax rate under the tax treaties (arrangements) will be refunded.

Withholding and payment of individual income tax for overseas resident individual Shareholders

Pursuant to the Individual Income Tax Law of the People’s Republic of China (《中華人民共和國個人所得稅 法》) and its implementation regulations and other relevant rules and regulations, the Company is required to withhold and pay individual income tax when distributing the 2024 interim dividend to individual Shareholders as appeared on the H Share register of members of the Company (the “ individual H Shareholders ”). However, the individual H Shareholders may be entitled to certain tax preferential treatments pursuant to the tax treaties between the PRC and the countries (regions) in which the individual H Shareholders are domiciled and the tax arrangements between Mainland China and Hong Kong (Macau). In this regard, the Company will implement the following arrangements in relation to the withholding and payment of individual income tax for the individual H Shareholders:

• for individual H Shareholders who are Hong Kong or Macau residents or whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 10%, the Company will withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders in the distribution of interim dividend;

• for individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of less than 10%, the Company will temporarily withhold and pay individual income tax at the rate of 10% on behalf of the individual H Shareholders in the distribution of interim dividend;

• for individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of more than 10% but less than 20%, the Company will withhold and pay individual income tax at the effective tax rate stipulated in the relevant tax treaty in the distribution of interim dividend;

• for individual H Shareholders whose country (region) of domicile is a country (region) which has entered into a tax treaty with the PRC stipulating a tax rate of 20%, or a country (region) which has not entered into any tax treaty with the PRC, or under any other circumstances, the Company will withhold and pay individual income tax at the rate of 20% on behalf of the individual H Shareholders in the distribution of interim dividend.

If individual H Shareholders consider that the tax rate adopted by the Company for the withholding and payment of individual income tax on their behalf is not the same as the tax rate stipulated in any tax treaty between the PRC and the countries (regions) in which they are domiciled, please submit promptly to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, a letter of entrustment and all application materials showing that they are residents of a country (region) which has entered into a tax treaty with the PRC. The Company will then submit the above documents to competent tax authorities who will proceed with subsequent tax related arrangements.

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NOTICE OF THE EGM

Withholding of income tax for H Shareholders via Southbound Trading

Pursuant to the Notice on Relevant Taxation Policies Concerning the Pilot Inter-connected Mechanism for Trading on the Shenzhen Stock Market and the Hong Kong Stock Market (Cai Shui [2016] No. 127) (《關於 深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)) promulgated on December 5, 2016:

• for dividends received by Mainland individual investors from investing in the H Shares of the Company via Southbound Trading, the Company will withhold and pay individual income tax at the rate of 20% on their behalf. For dividends received by Mainland securities investment funds from investing in the H Shares of the Company via Southbound Trading, the tax payable will be the same as that for individual investors and will also be paid in the same way; and

• for dividends received by Mainland corporate investors from investing in the H Shares of the Company via Southbound Trading, the Company will not withhold and pay the income tax on their behalf and the Mainland corporate investors shall file the tax returns on their own. Dividends of resident enterprises in the PRC obtained as they have continuously held H Shares for 12 months and enterprise income tax will be exempted according to laws.

Should the H Shareholders have any doubt in relation to the aforesaid arrangements, they are recommended to consult their tax advisors for relevant tax impact in Mainland China, Hong Kong and other countries (regions) on the possession and disposal of the H Shares.

1. 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.

2. 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. Shareholders or their proxies shall produce their identity documents when attending the EGM.

3. If the EGM fails to be held due to any severe weather occurs on the date of the EGM or force majeure or for other special reasons, the EGM may be delayed to a later date and/or time or terminated (as decided by the Company). The Company will upload an announcement on the website of the Hong Kong Stock Exchange (www.hkex.com.hk) and the Company (www.gf.com.cn) to state the delay or termination of the EGM (failure to upload the announcement timely for any reason will not affect the decision to delay or terminate the EGM). Shareholders may also contact the H Share registrar or the office of the Board for enquiries.

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