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

Apr 24, 2025

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

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)

NOTICE OF THE AGM

NOTICE IS HEREBY GIVEN that the 2024 AGM (the "AGM") of GF Securities Co., Ltd. (the "Company") will 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 to consider and, if thought fit, approve the following resolutions.

ORDINARY RESOLUTIONS

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.

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SPECIAL RESOLUTION

1. 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

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TO HEAR THE RELEVANT REPORTS

1. To hear the Special Description of the Performance Appraisal and Remuneration of the Directors for the Year of 2024.
2. To hear the Special Description of the Duty Performance Appraisal and Remuneration of the Supervisors for the Year of 2024.
3. To hear the Special Description of the Duty Performance, Performance Appraisal and Remuneration of the Operating Management for the Year of 2024.

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

Guangzhou, the PRC
April 24, 2025

As at the issue 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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Notes:

1. Details of the above said resolutions are set out in Appendix I to the circular of the Company dated April 24, 2025 (the “Circular”), of which details in respect of various resolutions are set out in Annex A to Annex H of Appendix I to the Circular, respectively.

2. The following reports/special descriptions will be presented at the AGM for hearing, but no Shareholders’ approval is required: (1) the Special Description of the Performance Appraisal and Remuneration of the Directors for the Year of 2024; (2) the Special Description of the Duty Performance Appraisal and Remuneration of the Supervisors for the Year of 2024; and (3) the Special Description of the Duty Performance, Performance Appraisal and Remuneration of the Operating Management for the Year of 2024.

3. 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 AGM 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 AGM.

4. Any Shareholder entitled to attend and vote at the AGM convened in accordance with 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.

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 AGM. 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)2087550265; (86)2087550565; fax: (86)2087554163). 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)28628555). Completion and return of the proxy form will not preclude a Shareholder from attending and voting at the AGM in person should he/she so wish.

6. In order to determine the H Shareholders’ entitlement to attend the AGM, the H Share register of members of the Company will be closed from Tuesday, May 13, 2025 to Friday, May 16, 2025 (both days inclusive), during which period no transfer of shares will be registered. The record date for determining the H Shareholders’ entitlement to attend the AGM will be on Friday, May 16, 2025. In order for H Shareholders to attend the AGM, 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 Monday, May 12, 2025. H Shareholders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the AGM.

7. The Board recommended the payment of a final dividend for the year ended December 31, 2024 in an aggregate amount expected to be RMB3,042,338,204.40 (tax inclusive), calculated based on the Company’s existing share capital of RMB7,605,845,511, with a cash dividend of RMB4.00 (tax inclusive) for every 10 Shares. The actual amount will be 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 AGM (i.e. from May 9, 2025 to May 15, 2025).

If the Shareholders approve the 2024 final dividend at the AGM, the Company’s final dividend for the year ended December 31, 2024 will be paid to H Shareholders on Monday, June 30, 2025.

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 final 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 final dividend payment date for Southbound Trading investors are consistent with those for the H Shareholders of the Company.

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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% before distributing the 2024 final 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 before distributing the 2024 final 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 final 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 final 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 final 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 final 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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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 AGM is expected to last for half 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 AGM.

3. The abovementioned ordinary resolution no. 9 (the resolution regarding the 2025 expected daily related party/connected transactions of the Company) will be taken by poll by Shareholders who do not hold any interests in such resolution.

Jilin Aodong, Liaoning Chengda, Zhongshan Public Utilities and their respective associates are required to abstain from voting on the abovementioned ordinary resolution no. 9 (the resolution regarding the 2025 expected daily related party/connected transactions of the Company), and shall not accept appointment from other Shareholders as proxies in voting.

1. If the AGM fails to be held due to any severe weather occurs on the date of the AGM or force majeure or for other special reasons, the AGM 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 HKExnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.gf.com.cn) to state the delay or termination of the AGM (failure to upload the announcement timely for any reason will not affect the decision to delay or terminate the AGM). Shareholders may also contact the H Share registrar or the office of the Board for enquiries.

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