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GF Securities Co., Ltd. Proxy Solicitation & Information Statement 2025

Apr 24, 2025

50160_rns_2025-04-24_08ec35db-db62-40d3-b7f7-664dec9e7259.pdf

Proxy Solicitation & Information Statement

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G

GF SECURITIES CO., LTD.

廣發證券股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1776)

PROXY FORM

For the 2024 Annual General Meeting of GF Securities Co., Ltd. to be held on Friday, May 16, 2025 and at any adjourned meeting(s) thereof

I/We $^{(Note1)}$

of $^{(Note2)}$

being the registered holder(s) of ___ H shares $^{(Note3)}$ with nominal value of RMB1.00 each in the share capital of

GF Securities Co., Ltd. (the "Company"), hereby appoint the Chairman of the meeting $^{(Note4 and Note 5)}$ or __ of __ as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2024 Annual General Meeting of the Company to be held at 2:00 p.m. on Friday, May 16, 2025 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the notice of the 2024 Annual General Meeting of the Company dated April 24, 2025, 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.

ORDINARY RESOLUTIONS FOR $^{(note6)}$ AGAINST $^{(note6)}$ ABSTAIN $^{(note6)}$
1. To consider and approve the 2024 Directors' Report.
2. To consider and approve the 2024 Supervisory Committee's Report.
3. To consider and approve the 2024 Duty Performance Reports of the Independent Director.
4. To consider and approve the 2024 Final Financial Report.
5. To consider and approve the 2024 Annual Report.
6. To consider and approve the 2024 Profit Distribution Plan.
7. To consider and approve the resolution regarding engagement of auditors in 2025.
8. To consider and approve the resolution regarding the authorization of proprietary investment quota of the Company for 2025.
9. To consider and approve the resolution regarding the 2025 expected daily related party/connected transactions of the Company.
10. To consider and approve the resolution regarding the provision of guarantees for offshore loans of GF Financial Markets (UK) Limited.
11. To consider and approve the resolution on proposal to the general meeting to authorize the board of directors to decide on the interim profit distribution for 2025.
SPECIAL RESOLUTION FOR $^{(note6)}$ AGAINST $^{(note6)}$ ABSTAIN $^{(note6)}$
12. To consider and approve each of the particulars of the resolution regarding the general mandate of issuances of onshore and offshore debt financing instruments by the Company, including:
12.1 issuing entity, size of issuance and method of issuance
12.2 type of debt financing instruments
12.3 term of debt financing instruments
12.4 interest rate of the debt financing instruments
12.5 security and other arrangements
12.6 use of proceeds
12.7 issuing price
12.8 targets of issuance
12.9 listing of the debt financing instruments
12.10 safeguard measures for debt repayment of the debt financing instruments
12.11 authorization for the issuances of the onshore and offshore debt financing instruments
12.12 validity period of the resolution
  • Further details of the above resolutions are set out in the circular of the 2024 Annual General Meeting of the Company dated April 24, 2025.

Date: ___ 2025

Signature(s) $^{(Note7)}$: ___


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.
  3. Please insert the number of H shares registered in your name(s) to which this proxy form relates. This proxy will be deemed to relate to such number of H shares inserted. If no number is inserted, this proxy form will be deemed to relate to all H shares in the capital of the Company registered in your name(s).
  4. 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.
  5. 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 form.
  6. 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 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.
  7. This 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 proxy form under its common seal or by the signature(s) of (a) person(s) authorized to sign on its behalf. In case of joint shareholdings, any one shareholder may sign this 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 the 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.
  8. To be valid, this 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 proxy form shall cease upon conclusion of the 2024 Annual General Meeting or any adjourned meeting(s).
  9. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.