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.

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)

(1) 2024 DIRECTORS' REPORT
(2) 2024 SUPERVISORY COMMITTEE'S REPORT
(3) 2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS
(4) 2024 FINAL FINANCIAL REPORT
(5) 2024 ANNUAL REPORT
(6) 2024 PROFIT DISTRIBUTION PLAN
(7) RESOLUTION REGARDING ENGAGEMENT OF AUDITORS IN 2025
(8) RESOLUTION REGARDING THE AUTHORIZATION OF PROPRIETARY INVESTMENT QUOTA OF THE COMPANY FOR 2025
(9) RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY
(10) RESOLUTION REGARDING THE PROVISION OF GUARANTEES FOR OFFSHORE LOANS OF GF FINANCIAL MARKETS (UK) LIMITED
(11) RESOLUTION ON PROPOSAL TO THE GENERAL MEETING TO AUTHORIZE THE BOARD TO DECIDE ON THE INTERIM PROFIT DISTRIBUTION FOR 2025
(12) RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY AND
(13) NOTICE OF AGM

The 2024 AGM of GF Securities Co., Ltd. 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. A notice of convening the AGM is set out on pages 8 to 13 of this circular.

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

April 24, 2025

CONTENTS

Page

Definitions 1

Letter from the Board 4

Notice of the AGM 8

APPENDIX I BUSINESSES OF THE AGM I-1

Annex A 2024 Directors' Report. A-1

Annex B 2024 Supervisory Committee's Report. B-1

Annex C 2024 Duty Performance Reports of the Independent Directors C-1

Annex D 2024 Final Financial Report. D-1

Annex E Resolution Regarding the Authorization of Proprietary Investment Quota of the Company for 2025 E-1

Annex F Resolution Regarding the 2025 Expected Daily Related Party/Connected Transactions of the Company F-1

Annex G Resolution Regarding the Provision of Guarantees for Offshore Loans of GF Financial Markets (UK) Limited. G-1

Annex H Resolution Regarding the General Mandate of Issuances of Onshore and Offshore Debt Financing Instruments by the Company H-1

APPENDIX II SPECIAL DESCRIPTION OF THE PERFORMANCE APPRAISAL AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2024 II-1

APPENDIX III SPECIAL DESCRIPTION OF THE DUTY PERFORMANCE APPRAISAL AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2024. III-1

APPENDIX IV SPECIAL DESCRIPTION OF THE DUTY PERFORMANCE, PERFORMANCE APPRAISAL AND REMUNERATION OF THE OPERATING MANAGEMENT FOR THE YEAR OF 2024 IV-1

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

“AGM” or “2024 AGM” the 2024 annual general meeting of the Company to be held at 2:00 p.m. on Friday, May 16, 2025

“Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

“associate” has the meaning ascribed to it under the Hong Kong Listing Rules

“Board” or “Board of Directors” the board of directors of the Company

“CG Code” the Corporate Governance Code as set out in Appendix C1 to the Hong Kong Listing Rules

“Company Law” Company Law of the PRC (《中華人民共和國公司法》), as amended from time to time

“connected person(s)” has the meaning ascribed to it under the Hong Kong Listing Rules

“CSRC” China Securities Regulatory Commission

“Director(s)” the directors of the Company

“E Fund” E Fund Management Co., Ltd. (易方達基金管理有限公司)

“GF Fund” GF Fund Management Co., Ltd. (廣發基金管理有限公司)

“GF Qianhe” GF Qianhe Investment Co., Ltd. (廣發乾和投資有限公司)

“GFFL” Guangfa Financial Leasing (Guangdong) Co., Ltd. (廣發融資租賃(廣東)有限公司)

– 1 –

DEFINITIONS

“GFHK”	GF Holdings (Hong Kong) Corporation Limited
“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 Hong Kong Stock Exchange, as amended from time to time
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Independent Director(s)” or “Independent Non-executive Director(s)”	the independent non-executive director(s) of the Company
“Jilin Aodong”	Jilin Aodong Pharmaceutical Group Co., Ltd. (吉林敖東藥業集團股份有限公司), a substantial shareholder of the Company, the shares of which are listed on the SZSE (stock code: 000623)
“Latest Practicable Date”	April 22, 2025, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information contained herein
“Liaoning Chengda”	Liaoning Chengda Co., Ltd (遼寧成大股份有限公司), a substantial shareholder of the Company, the shares of which are listed on the SSE (stock code: 600739)
“PRC” or “China” or “Mainland 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
“Reporting Period”	the year of 2024 (January 1, 2024 to December 31, 2024)

– 2 –

DEFINITIONS

“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)
“SSE”	Shanghai Stock Exchange
“Stock Pledged Repo Transaction”	a transaction in which a qualified borrower pledges his shares or other securities held as collaterals to obtain financing funds from a qualified lender, and agrees to repay the funds on a future date to release the pledge
“substantial shareholder(s)”	has the meaning ascribed to it under the Hong Kong Listing Rules
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company
“SZSE”	Shenzhen Stock Exchange
“the Company” or “Company” or “GF Securities” or “parent company”	GF Securities Co., Ltd. (廣發證券股份有限公司), 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 main board of the SZSE, respectively
“the Group” or “Group”	the Company and its subsidiaries which fall within the scope of the consolidated financial statements
“Wind”	Wind Information Co., Ltd, a financial terminal which provides the customers with financial data and analytic tools
“Zhongshan Public Utilities”	Zhongshan Public Utilities Group Co., Ltd. (中山公用事業集團股份有限公司), a substantial shareholder of the Company, the shares of which are listed on the SZSE (stock code: 000685)

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

LETTER FROM THE BOARD

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)

Executive Directors:
Mr. Lin Chuanhui (Chairman)
Mr. Qin Li (General Manager)
Ms. Sun Xiaoyan
Mr. Xiao Xuesheng

Non-executive Directors:
Mr. Li Xiulin
Mr. Shang Shuzhi
Mr. Guo Jingyi

Independent Non-executive Directors:
Ms. Leung Shek Ling Olivia
Mr. Li Wenjing
Mr. Zhang Chuang
Mr. Wang Dashu

Registered address:
Room 618
2 Tengfei 1st Road
Sino-Singapore Guangzhou
Knowledge City
Huangpu District
Guangzhou, Guangdong
the PRC

Principal place of business in the PRC:
GF Securities Tower
26 Machang Road
Tianhe District
Guangzhou, Guangdong
the PRC

Principal place of business in Hong Kong:
27/F, GF Tower
81 Lockhart Road Wanchai
Hong Kong

To the H Shareholders

April 24, 2025

Dear Sir or Madam,

(1) 2024 DIRECTORS' REPORT
(2) 2024 SUPERVISORY COMMITTEE'S REPORT
(3) 2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS
(4) 2024 FINAL FINANCIAL REPORT
(5) 2024 ANNUAL REPORT
(6) 2024 PROFIT DISTRIBUTION PLAN
(7) RESOLUTION REGARDING ENGAGEMENT OF AUDITORS IN 2025
(8) RESOLUTION REGARDING THE AUTHORIZATION OF PROPRIETARY INVESTMENT QUOTA OF THE COMPANY FOR 2025
(9) RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY
(10) RESOLUTION REGARDING THE PROVISION OF GUARANTEES FOR OFFSHORE LOANS OF GF FINANCIAL MARKETS (UK) LIMITED
(11) RESOLUTION ON PROPOSAL TO THE GENERAL MEETING TO AUTHORIZE THE BOARD TO DECIDE ON THE INTERIM PROFIT DISTRIBUTION FOR 2025
(12) RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF
ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY
AND
(13) NOTICE OF AGM

LETTER FROM THE BOARD

1. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the 2024 AGM 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.

The purpose of this circular is to give you the notice of the AGM 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 AGM.

2. BUSINESSES TO BE CONSIDERED AT THE AGM

Details of the businesses to be considered at the AGM are set forth on pages 8 to 13 of this circular.

Resolutions to be proposed at the AGM include the resolutions to be approved by way of ordinary resolutions: (1) the 2024 Directors' Report; (2) the 2024 Supervisory Committee's Report; (3) 2024 Duty Performance Reports of the Independent Directors; (4) the 2024 Final Financial Report; (5) the 2024 Annual Report; (6) the 2024 Profit Distribution Plan; (7) the Resolution Regarding Engagement of Auditors in 2025; (8) the Resolution Regarding the Authorization of Proprietary Investment Quota of the Company for 2025; (9) the Resolution Regarding the 2025 Expected Daily Related Party/Connected Transactions of the Company; (10) the Resolution Regarding the Provision of Guarantees for Offshore Loans of GF Financial Markets (UK) Limited; and (11) the Resolution on Proposal to the General Meeting to Authorize the Board to Decide on the Interim Profit Distribution for 2025; and the resolution to be approved by way of special resolution: (12) Resolution Regarding the General Mandate of Issuances of Onshore and Offshore Debt Financing Instruments by the Company.

In order to enable you to have a better understanding of the resolutions to be proposed at the AGM and to make an informed decision thereof, we have provided detailed information to the Shareholders in Appendix I to this circular, which includes the information and explanation about the resolutions proposed to be passed at the AGM.

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. In order to provide detailed information to the Shareholders, these reports/special descriptions are set out in Appendix II to Appendix IV to this circular for the Shareholders' review, respectively.

LETTER FROM THE BOARD

3. THE AGM

The AGM 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. The notice of the AGM is set out on pages 8 to 13 of this circular.

Enclosed are the proxy form of the AGM. Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM 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 AGM. Completion and return of the proxy form will not preclude you from attending and voting at the AGM 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)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).

4. VOTING BY POLL

(a) 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 AGM 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 AGM.

(b) Jilin Aodong, Liaoning Chengda, Zhongshan Public Utilities and their respective associates will abstain from voting on 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.

5. 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 AGM.

LETTER FROM THE BOARD

6. 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

NOTICE OF THE AGM

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

To consider and approve the 2024 Directors' Report.
To consider and approve the 2024 Supervisory Committee's Report.
To consider and approve the 2024 Duty Performance Reports of the Independent Director.
To consider and approve the 2024 Final Financial Report.
To consider and approve the 2024 Annual Report.
To consider and approve the 2024 Profit Distribution Plan.
To consider and approve the resolution regarding engagement of auditors in 2025.
To consider and approve the resolution regarding the authorization of proprietary investment quota of the Company for 2025.
To consider and approve the resolution regarding the 2025 expected daily related party/connected transactions of the Company.
To consider and approve the resolution regarding the provision of guarantees for offshore loans of GF Financial Markets (UK) Limited.
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.
8 -

NOTICE OF THE AGM

SPECIAL RESOLUTION

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

NOTICE OF THE AGM

TO HEAR THE RELEVANT REPORTS

To hear the Special Description of the Performance Appraisal and Remuneration of the Directors for the Year of 2024.
To hear the Special Description of the Duty Performance Appraisal and Remuneration of the Supervisors for the Year of 2024.
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.

10 -

NOTICE OF THE AGM

Notes:

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.
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.
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.
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.
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.
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.
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.

NOTICE OF THE AGM

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.

12 -

NOTICE OF THE AGM

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.

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.
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.
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.

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.
13 -

APPENDIX I

BUSINESSES OF THE AGM

ORDINARY RESOLUTIONS

1. To Consider and Approve the 2024 Directors' Report

Pursuant to the requirements of the Company Law and the Articles of Association, considering and approving the Directors' Report is the function and power of the general meeting of the Company.

The 2024 Directors' Report of GF Securities was considered and approved by the 7th Meeting of the Eleventh Session of the Board of Directors of the Company on March 28, 2025, and is hereby proposed to the AGM for consideration and approval by the Shareholders.

Details of the aforesaid Directors' Report are set out in Annex A to this circular.

2. To Consider and Approve the 2024 Supervisory Committee's Report

Pursuant to the relevant regulatory provisions and the requirements of the Articles of Association, considering and approving the Supervisory Committee's Report is the function and power of the general meeting of the Company.

The 2024 Supervisory Committee's Report of GF Securities was considered and approved by the 4th Meeting of the Eleventh Session of the Supervisory Committee of the Company on March 28, 2025, and is hereby proposed to the AGM for consideration and approval by the Shareholders.

Details of the aforesaid Supervisory Committee's Report are set out in Annex B to this circular.

3. To Consider and Approve the 2024 Duty Performance Reports of the Independent Directors

In 2024, Independent Directors have performed their duties and responsibilities independently, impartially, conscientiously and diligently in accordance with the Measures for the Administration of Independent Directors of Listed Companies and other relevant laws and regulations as well as the Articles of Association, to provide professional and objective advice on the Company's operation and development, effectively maintain the overall interests of the Company, protect the legitimate rights and interests of minority shareholders, and fully play the role of Independent Directors in corporate governance.

The 2024 Independent Directors Duty Performance Reports of the six Independent Directors were considered and approved by the 7th Meeting of the Eleventh Session of the Board of Directors of the Company on March 28, 2025, and are hereby proposed to the AGM for consideration and approval by the Shareholders.

Details of the aforesaid reports are set out in Annex C to this circular.

APPENDIX I

BUSINESSES OF THE AGM

4. To Consider and Approve the 2024 Final Financial Report

The 2024 Final Financial Report of GF Securities was considered and approved by the 7th Meeting of the Eleventh Session of the Board of Directors of the Company on March 28, 2025 and is hereby proposed to the AGM for consideration and approval by the Shareholders.

Details of the aforesaid resolution are set out in Annex D to this circular.

5. To Consider and Approve the 2024 Annual Report

The 2024 Annual Report was considered and approved by the 7th Meeting of the Eleventh Session of the Board of Directors of the Company on March 28, 2025 and is hereby proposed to the AGM for consideration and approval by the Shareholders. For details about the Annual Report, please refer to the 2024 Annual Results Announcement published on March 28, 2025 by the Company on the HKExnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company's website (www.gf.com.cn).

6. To Consider and Approve the 2024 Profit Distribution Plan

According to the 2024 Profit Distribution Plan of GF Securities considered and approved at the 7th Meeting of the Eleventh Session of the Board of Directors of the Company, the annual profit distribution plan of the Company for 2024 is as follows:

In 2024, GF Securities recorded a net profit of the parent company of RMB9,192,363,677.28 and other comprehensive income reclassified to retained profits of RMB305,085,217.93, and in accordance with the provisions of the Articles of Association, each of the statutory surplus reserve, the general risk reserve, and the transaction risk reserve was credited with 10% of the net profit, amounting to RMB949,744,889.52 for each of the reserves. According to the Provisional Measures on Supervision and Administration of Risk Reserve of Public Offering of Securities Investment Funds (《公開募集證券投資基金風險準備金監督管理暫行辦法》), a sum of RMB1,423,003.39 was appropriated to the general risk reserve for asset custodian business, and the remaining distributable profit amounted to RMB31,585,221,285.67.

Based on the number of shares of the Company as at the record date for entitlement to dividend distribution, it was proposed that a cash dividend of RMB4.00 (tax inclusive) for every 10 Shares be distributed to all Shareholders. In the event of any change in the total share capital of the Company prior to the record date for entitlement to distribution, the proposed distribution ratio will remain unchanged and the total amount to be distributed will be adjusted accordingly. Based on the Company's existing share capital of 7,605,845,511 shares, a total amount of cash dividends of RMB3,042,338,204.40 will be distributed, and the remaining undistributed profit of RMB28,542,883,081.27 will be carried forward to the next year. The cash dividend distribution represents 31.57% of the net profit attributable to owners of the parent company in the consolidated statements for 2024. The 2024 interim profit distribution was completed by the Company on November 28, 2024 and the total payment of cash dividends

I-2 -

APPENDIX I

BUSINESSES OF THE AGM

was RMB760,584,551.10. After taking into account the profit distribution plan for 2024 and the 2024 interim profit distribution plan, the Company distributed a total cash dividend of RMB3,802,922,755.50 throughout the year, accounting for 39.46% of the net profit attributable to the owners of the parent company in the consolidated statements for 2024.

After being considered and approved by the AGM, the 2024 Profit Distribution Plan of the Company will be implemented within two months from the date when it is being considered and approved at the AGM, and is hereby proposed to the Shareholders' general meeting 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 June 30, 2025. The actual amount will be calculated based on the average central parity exchange rate of Renminbi to Hong Kong dollar announced by the People's Bank of China over five working days prior to the date of convening the AGM.

7. To Consider and Approve the Resolution Regarding Engagement of Auditors in 2025

Ernst & Young Hua Ming LLP and Ernst & Young are the auditors of the Company. In consideration of their professional level and service experience, the Board hereby proposes to re-appoint Ernst & Young Hua Ming LLP as the PRC domestic auditor of the Company in 2025, and Ernst & Young as the overseas auditor of the Company in 2025. It is estimated that the fee for auditing of the 2025 financial statements and the review of the interim financial statements will be in a total of RMB3.792 million (tax included), and the internal control audit fee will be RMB350,000 (tax included). The audit service fees are determined by both parties through negotiation based on the audit workload and the principles of fairness and reasonableness. The Company hereby proposed to the AGM to authorize the operating management of the Company to negotiate and determine the final 2025 audit fee with the firms in accordance with market practices.

The aforesaid resolution was considered and approved by the 7th meeting of the Eleventh Session of the Board of Directors of the Company on March 28, 2025 and is hereby proposed to the AGM for consideration and approval by the Shareholders.

8. To Consider and Approve the Resolution Regarding the Authorization of Proprietary Investment Quota of the Company for 2025

The aforesaid resolution was considered and approved by the 7th Meeting of the Eleventh Session of the Board of Directors of the Company on March 28, 2025 and is hereby proposed to the AGM for consideration and approval by the Shareholders. Details of the aforesaid resolution are set out in Annex E to this circular.

APPENDIX I

BUSINESSES OF THE AGM

9. To Consider and Approve the Resolution Regarding the 2025 Expected Daily Related Party/Connected Transactions of the Company

The related/connected Shareholders, Jilin Aodong and its parties acting in concert, Liaoning Chengda and its parties acting in concert, Zhongshan Public Utilities and its parties acting in concert shall abstain from voting on the resolution and shall not accept appointment from other Shareholders as proxies in voting.

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 to Decide on the Interim Profit Distribution for 2025

The Article 7 of the Guideline No. 3 for the Supervision and Administration of Listed Companies – Cash Dividend for Listed Companies (《上市公司監管指引第3號-上市公司現金分紅》) promulgated by the CSRC clarifies that: When a listed company holds an annual general meeting to review the annual profit distribution plan, it may consider and approve the conditions, proportion cap and amount cap of cash dividends for the interim period of the next year. The dividend cap for the interim period of the next year considered at the annual general meeting shall not exceed the net profit attributable to shareholders of a listed company for the corresponding period. The board of directors shall formulate a specific interim dividend plan in accordance with the resolution adopted at the shareholders' general meeting and subject to the conditions of profit distribution.

In order to fulfill the principle of people-oriented finance and improve investors' sense of return, the Company proposes to the shareholders' general meeting to authorize the Board to formulate the 2025 interim profit distribution plan of the Company with the amount of the profit to be distributed accounting for no more than $30\%$ of the net profit attributable to shareholders of the parent company for the corresponding period. The factor of interim profit distribution shall be taken into consideration when subsequently formulating the 2025 profit distribution plan of the Company.

I-4 -

APPENDIX I

BUSINESSES OF THE AGM

SPECIAL RESOLUTION

12. To Consider and Approve Resolution Regarding the General Mandate of Issuances of Onshore and Offshore Debt Financing Instruments by the Company

The aforesaid resolution was considered and approved by the 7th Meeting of the Eleventh Session of the Board of Directors of the Company on March 28, 2025 and is hereby proposed to the AGM for consideration and approval on each particular thereof by the Shareholders by the way of a special resolution. Details of the aforesaid resolution are set out in Annex H to this circular.

I-5 -

ANNEX A

2024 DIRECTORS' REPORT

Dear Shareholders,

In accordance with the Standards Concerning the Contents and Formats of Information Disclosure of Companies Publicly Offering Securities No. 2 – Contents and Formats of Annual Reports, the Standards Concerning the Contents and Formats of Annual Reports of Securities Companies, the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the relevant requirements of the Articles of Association, the 2024 Directors' Report of GF Securities is reported as follows:

I. DEVELOPMENT OF THE INDUSTRY IN WHICH THE GROUP OPERATES

The securities market experienced a fluctuating upward trend in 2024. Firstly, the main stock market indices rose. In the first half of the year, the A-share market showed a volatile trend due to multiple factors including those related to the internal and external environment. After September 24, a package of incremental policies was gradually implemented, significantly improving the trend and trading volume of the A-share market. In 2024, the Shanghai Composite Index, Shenzhen Component Index, ChiNext Index, and Science and Technology Innovation 50 Index rose by 12.67%, 9.34%, 13.23%, and 16.07% respectively. The turnover of the Shanghai and Shenzhen stock markets reached RMB254.8 trillion, representing a year-on-year increase of 20.1%. Secondly, the domestic monetary environment remained loose, the bond market maintained an upward trend, and the scale of the bond market grew steadily. In 2024, the bond market issued a total of RMB79.3 trillion of various bonds, representing a year-on-year increase of 11.7%. As of the end of 2024, the bond market custody balance was RMB177.0 trillion, representing a year-on-year increase of 12.1%. ChinaBond-New Composite Index (Full Price) Index rose by 7.61%. Thirdly, the pace of equity financing slowed down. In 2024, a total of 259 equity financings were completed in the A-share market, with a financing amount of RMB247.840 billion, representing a year-on-year decrease of 65.37% and 72.90%, respectively. Among them: 102 IPOs were completed with a financing amount of RMB66.280 billion, representing a year-on-year decrease of 67.52% and 81.54%, respectively; and 157 refinancing were completed with a financing amount of RMB181.560 billion, representing a year-on-year decrease of 63.83% and 67.31%, respectively. Fourthly, total amount under management of public funds continued to grow. As of the end of 2024, the management scale was RMB32.83 trillion, representing a year-on-year increase of 18.93%, and the newly established funds issued a total of 1,188.923 billion units during the year, representing a year-on-year increase of 4.51%.

A-1 -

ANNEX A

2024 DIRECTORS' REPORT

2024 marked the year of comprehensive and deepening reform of the capital market. The Third Plenary Session of the 20th Central Committee of the Communist Party of China drew up a blueprint for reform and established the main line of “strengthening supervision, preventing risks, and promoting development”. The new “Nine Guidelines for Capital Market”, “1+N” policy system, and a package of incremental policies since September 2024 have injected strong momentum into the development of the capital market, stabilizing the market as well as confidence and expectations, and facilitating the continuous improvement of the ecology of the capital market. Looking forward to 2025, although the external environment will remain complex and volatile, the fundamentals of the nation’s economy (namely “stable foundation, superimposed advantages, abundant resilience, and huge potential”) have not changed. In particular, the central government has made strategic arrangements to strengthen extraordinary counter-cyclical adjustments, and through systematic economic boosting policies, it has continued to release the benefits of institutional opening-up, and built a solid fundamental support for the stable operation of the capital market.

As the capital market reforms deepen, regulatory authorities are accelerating the construction of multi-level institutional supply, continuously improving the endogenous stability mechanism of the capital market, and stimulating the vitality of market entities through institutional innovation, promoting the improvement of market resilience and the accumulation of potential energy, and laying a solid institutional foundation for the high-quality development of the securities industry. The securities industry is based on the fundamental positioning which is politically-guided and people-oriented, and adhere to the strategic direction of anchoring in its main responsibilities and main business. It puts functional construction at the forefront of its development, deeply practises the essential requirement of serving the real economy, focuses on the strategic layout of the “five major areas”, strives to build a new paradigm of functional, intensive, specialized and characteristic development, and promotes the transformation and upgrading of the industry with the cultivation of new-quality productivity to comprehensively meet the strategic needs of China’s modernization.

During the Reporting Period, each of the main operating indicators of the Company was in the forefront of the industry.

II. MAIN BUSINESSES OF THE COMPANY DURING THE REPORTING PERIOD

The Group is a provider of comprehensive capital market services with industry-leading innovation capabilities focused on serving China’s quality enterprises and many investors with demand for financial products and services. The Group utilizes a wide range of financial instruments to serve the various financial needs of corporations, individuals, institutional investors, financial institutions and government clients and provide comprehensive solutions. The main businesses of the Group can be classified into four segments, namely investment banking, wealth management, trading and institution and investment management.

ANNEX A

2024 DIRECTORS' REPORT

Products and services of the four business segments are specifically set out in the table below:

Investment Banking	Wealth Management	Trading and Institution	Investment Management
◆ Equity finance	◆ Wealth management and brokerage	◆ Equity investment and trading	◆ Assets management
◆ Debt finance	◆ Margin financing and securities lending	◆ Fixed income sales and trading	◆ Public fund management
◆ Financial advisory	◆ Repurchase transactions	◆ Equity derivatives sales and trading	◆ Private fund management
	◆ Financial leasing	◆ Alternative investment
		◆ Investment research
		◆ Asset custody

Investment Banking: the Group earns its commissions, sponsorship and consulting fees through underwriting stocks and bonds and providing sponsor and financial advisory services;

Wealth Management: the Group earns its fees, consulting fees and commissions through providing brokerage and investment advisory services, obtaining interest income from its business of margin financing and securities lending, repurchase transactions, financial leasing, and management of settlement fund on behalf of clients, and earning its fees through acting as agent for the sales of financial products developed by the Group and other financial institutions;

Trading and Institution: the Group earns its investment income and interest income through investment transactions, alternative investments and market making services from equity, fixed income and derivatives, earning its fees and commissions through providing transaction consultation and execution, investment research services and the main broker services to institutional customers;

Investment Management: the Group earns its management fees, advisory fees and performance fee through providing services for the assets management, public fund management and private fund management.

The primary securities business of the Group relies on China's economic growth, accumulation of household wealth and the development and performance of China's capital markets, including the issuance, investment and trading of financial products (such as stocks, bonds and wealth management products). These important factors are affected by the combination of economic environment, investor sentiment and international market, which have shown an overall stable trend. During the Reporting Period, the principal businesses and the operating model of the Group have had no significant changes, which was in line with the development of the industry.

ANNEX A

2024 DIRECTORS' REPORT

III. ANALYSIS ON CORE COMPETITIVENESS

(I) Excellent corporate culture

The Company always maintains a strong sense of family and country, upholds its mission of “creating values to realize the dream of serving the country with financial services”, adheres to the implementation of the national strategy, proactively integrates into the new development pattern, and actively serves the real economy for both quantity and quality. In making continuous progress in developing its corporate values of “inquisitiveness and integrity” and carrying forward its excellent cultural genes of an “army of doctors”, with knowledge as the guarantee and professionalism as the cornerstone, we will continue to explore new prospects for the development of the Company. Adhering to the strong path of reform and innovation, relying on a deep understanding of industry development and market rules, we will continue to create innovative products and transaction designs to provide effective financial solutions, to strengthen the resilience of development, adhere to the development strength with firm confidence, and promote the high-quality development of the Company.

The Company adheres to the professional development, unswervingly in concept and successfully in action for a long term. The Company built consensus through the establishment of a diversified and inclusive talent mechanism, assembled a team of talents from all corners of the world with excellent professionalism and high recognition of the Company’s corporate culture. The management leads by example and concentrates on the operation of the business. The employees are truth-seeking and pragmatic. With the orientation of strategy achievement and value creation, a group of young management with ambition and competency are developed, and a reasonable talent pool has been formed to continuously build the source of knowledge and the foundation of strength.

Up to now, the operation and management team of the Company has an average of approximately 26 years of experience in securities, finance and economics-related fields and has served an average term of over 20 years in the Company with extensive experience in business and management. Since 1999 when the Company established the first post-doctoral workstation for financial enterprises in China, the Company has been training and exporting professionals for 26 years.

(II) Forward-looking strategic doctrine

The Company maintains a strategic determination to draw a blueprint to the end. In the early 1990s, the Company has clearly proposed the development strategy of “running with shareholding system and group structure and in an internationalized and standardized manner”, offering the guidance to the development of the Company. During the period of industry transformation and development, the Company has enriched, improved and upgraded the strategic ideology of “Four Modernizations”.

ANNEX A

2024 DIRECTORS' REPORT

The Company has always focused on the main responsibilities and business, striving to improve its core competitiveness and develop its core business for more than 30 years without deviation and with solid and deep cultivation. The Company continues to expand business layout, puts functionality as first priority and adheres to the fundamental purpose of the financial industry to serve the real economy, and is committed to on "five major areas" of finance. In the business line, it has successively set up futures subsidiaries, public fund subsidiaries, private fund subsidiaries, alternative investment subsidiaries and asset management subsidiaries. With its value concept and pragmatic entrepreneurial style, it has built a full business chain with perfect layout and strong strength. In terms of regional development, based in Guangdong, the Company serves the whole country, connects domestic and overseas, and forges a leading national brokerage with a long-term vision and an open pattern. All employees, with the determination that "success does not require my personal credit" and the tenacious "nail-driving" spirit, remain steadfastly anchored to their objectives, resolutely implementing the established strategy while maintaining unwavering consistency in strategic direction.

(III) Stable shareholding structure

The Company has a long term and stable shareholding structure. Jilin Aodong, Liaoning Chengda and Zhongshan Public Utilities (all of which are listed companies), substantial shareholders of the Company, have been among the top three shareholders of the Company (excluding HKSCC Nominees, whose shares are owned by H Share non-registered shareholders) for 25 years.

Shareholders, employees and the Company share common interest and have close relationships with a high degree of cohesion and combat effectiveness, being an important support for the Company to continuously traverse the cycle, break through the development bottleneck and establish its position in the industry. The scientific and reasonable operation mechanism and continuous improvement of corporate governance system provide a solid guarantee for the stable operation of the Company.

(IV) Scientific business layout

The Company has a complete business system, a balanced business structure and outstanding core competitiveness. The Company possesses licenses for a full range of services involved in four business segments, including investment banking, wealth management, trading and institution and investment management. Forging its comprehensive financial service capabilities, the Company has maintained main operating indicators ranking among the top securities companies in China for many consecutive years and established its leading advantages among securities firms with research, asset management and wealth management ranking among the top ranks.

The Company has implemented the business model to empower high-quality development of businesses with research, maintained the leading position of research ability in the industry for a long time and won many major institutional awards such as the Best Analyst of the

ANNEX A

2024 DIRECTORS' REPORT

Securities Times, the Best Analyst of New Fortune (新财富最佳分析师) and the Golden Bull Award for China Securities Industry Analysts (中國證券業分析師金牛獎) for many consecutive years, ranking among the best. The Company has taken the lead in proposing wealth management transformation and equipped with excellent financial product research and sales capabilities, professional asset allocation capabilities and more than 4,600 securities investment consultants, ranking No. 1 in the industry (in terms of parent company caliber). The Company is committed to providing precise wealth management services for different types of customers. It has become a first-class trustworthy wealth management institution. At the end of December 2024, in terms of the balance maintained by the agency sales of non-monetary public funds, the Company ranked No. 3 in the industry.

The Company has coordinated the superior resources of its asset management institutions, established comprehensive product supply system and provided customers with strategically excellent and diversified products to build a leading asset management brand in the industry. GF Fund and E Fund have maintained their leading investment research capabilities. At the end of December 2024, GF Fund and E Fund ranked third and first in the industry in terms of the size of public funds under the management excluding monetary funds, respectively.

Guided by customer demand, the Company has built an investment banking service system with a full business chain throughout the life cycle and strengthened the synergy effect and mutual empowerment between businesses. Adhering to leading business development with scientific and technological innovation, the Company has continuously increased investment in financial technology, actively used advanced concepts, technologies and tools and continued to promote the deep integration of financial technology and business, so as to improve the level of digitization.

(V) Outstanding location advantage

The Guangdong-Hong Kong-Macao Greater Bay Area is one of the four major bay areas in the world with the highest degree of opening-up and the most resilient market economy in China, playing an important strategic position in the overall development of the country. It will shoulder the mission of strengthening the national strategic scientific and technological strength, which is an important layout for expanding the new situation of reform and opening up. The Company has fully supported the implementation of major national regional strategies by being deeply rooted in Guangdong-Hong Kong-Macao Greater Bay Area, the forefront of China's reform and opening-up, enriched customer foundation, and facilitated technology, capital and virtuous industry circles.

As a professional capital market institution growing up in the Greater Bay Area, the Company has advantages in industrial research and capital operation, actively explores a new model of industry-finance integration and supports the transformation and upgrading of regional economies and industries by deepening the integration of local industry and capital and building industrial fund in various forms; gives full play to the role of capital market in value discovery and resource allocation, and realizes financial services in industries with the full life cycle by building industrial clusters through direct financing.

A-6 -

ANNEX A

2024 DIRECTORS' REPORT

At the end of December 2024, the Company had 356 branches and business departments nationwide, with a presence in 31 provinces, municipalities, and autonomous regions across the PRC. The number and coverage ratio of business outlets in the nine cities of the Pearl River Delta in the Guangdong-Hong Kong-Macao Greater Bay Area ranked No. 1 in the industry, providing a wide range of market reach for the Company's business and laying important support for customer accumulation and service.

(VI) Philosophy of compliance and steady development

The Company is one of the first batch of pilot compliance management brokerages selected by the CSRC, one of the first brokerages to implement a comprehensive risk management strategy in the industry, and one of the few major brokerages which has not accepted investment or undergone restructuring due to operating losses among the first batch of brokers established from the end of the 1980's to the early 1990's.

The Company adheres to its operation and management philosophy of stable operation, with compliance operation as the Company's bottom line to ensure its steady and long-term development and risk management capabilities as the powerful tool to guarantee its high-quality development. Based on strengthening risk control and prevention, the Company has stuck to the bottom line of compliance, consolidated the lifeline of risk control, and continued to improve the comprehensive risk management system to powerfully support the steady development of the Company's various businesses.

IV. ANALYSIS OF THE PRINCIPAL BUSINESS

(I) Overview

In 2024, in face of a complex situation with intensifying external pressure and increasing internal difficulties, the Party Central Committee with Comrade Xi Jinping at its core united and led the entire Party and people of all ethnic groups in the country to respond with composure and implement comprehensive policies. As a result, the overall economic operation was stable while making progress, the expected economic growth target for the whole year was successfully achieved and the total economic volume reached a new level with a year-on-year growth of 5.0% in GDP (Source: National Bureau of Statistics).

The year 2024 was a crucial year for comprehensively deepening the reform of the capital market. The CSRC made overall plans to prevent risks, strengthen supervision and promote high-quality development and strengthened the foundation for development through strict supervision and management, resulting in positive and profound changes in the capital market. We promoted the new "Nine Guidelines for Capital Market" and "1+N" policy system for the capital market and made full efforts to maintain the stable operation of the capital market and create a regulated and orderly market environment. We deepened the reform of the capital market to establish a long-term mechanism for the inherent stability of the capital market and comprehensively enhance its functionality and international competitiveness.

ANNEX A

2024 DIRECTORS' REPORT

In 2024, under the guidance of the Board of Directors, the Company continued to promote high-quality development and made solid progress in business transformation. Thanks to the joint efforts of all employees, the Company achieved good operating results, with its main operating indicators remaining at the forefront of the industry. As of December 31, 2024, total assets of the Group amounted to RMB758,745 million, representing an increase of 11.22% as compared to the end of 2023; and equity attributable to owners of the Company amounted to RMB147,602 million, representing an increase of 8.76% as compared to the end of 2023. During the Reporting Period, total operating income of the Group was RMB27,199 million, representing a year-on-year increase of 16.74%; total operating expenses were RMB15,731 million, representing a year-on-year increase of 8.45%; business and management fee was RMB14,792 million, representing a year-on-year increase of 6.53%; operating profit was RMB11,468 million, representing a year-on-year increase of 30.39%; net profit attributable to owners of the listed company was RMB9,637 million, representing a year-on-year increase of 38.11%; net profit attributable to owners of the listed company after deduction of non-recurring profit or loss was RMB8,915 million, representing a year-on-year increase of 36.99%.

(II) Analysis of Principal Businesses

Investment Banking Business Segment

The Group's investment banking business segment primarily includes equity financing business, debt financing business, and financial advisory business. The Company conducts overseas investment banking related business through GF Capital (Hong Kong), its indirectly wholly-owned subsidiary.

(1) Equity financing business

In 2024, the total number and financing amount of equity financings¹ in the A share market completed were 259 and RMB247.840 billion, respectively, representing a year-on-year decrease of 65.37% and 72.90%, respectively. Specifically, the number and financing amount of IPOs were 102 and RMB66.280 billion, respectively, representing a year-on-year decrease of 67.52% and 81.54%, respectively; and the number and financing amount of refinancing projects were 157 and RMB181.560 billion, respectively, representing a year-on-year decrease of 63.83% and 67.31%, respectively (Source: Wind). The number of newly listed companies on the NEEQ was 350, representing a year-on-year increase of 12.54%; and the number and financing amount of private placing of listed companies on the NEEQ were 207 and RMB11.941 billion, respectively, representing a year-on-year decrease of 63.87% and 33.73%, respectively (Source: NEEQ). The number and financing amount of financing projects in the Hong Kong stock market were 474 and HK$175.660 billion, respectively, representing a year-on-year increase of 13.13% and 23.32%, respectively. Specifically, the number of IPOs was 70, and the financing amount of IPOs was HK$88.147 billion, representing a year-on-year

¹ including IPO, new issuance, rights issue, preference shares, convertible bonds (of which new issuance included assets acquired by issuing shares, based on the issue date).

ANNEX A

2024 DIRECTORS' REPORT

increase in financing amount of $90.24\%$ ; and the number and financing amount of refinancing projects were 404 and HK$87.513 billion, respectively, representing a year-on-year increase of $15.76\%$ and a year-on-year decrease of $8.94\%$ , respectively (Source: Wind).

During the Reporting Period, the Company thoroughly implemented national strategies and regulatory requirements by adhering to the original purpose of serving the real economy with finance and giving priority to functionality. We adhered to the industry-oriented approach, strengthened resources accumulation, customer development and professional capability building in key sectors, and endeavored to develop into an industrial investment bank and a technology investment bank. We deepened our business cultivation in key areas and continued to consolidate our competitiveness in the Greater Bay Area. We adhered to the customer-centric approach, promoted the in-depth implementation of domestic and overseas integration, strengthened group-oriented business collaboration, and further enhanced our comprehensive financial service capabilities. We focused on efficiency enhancement, compliance and risk control and management empowerment to accelerate the digital and intelligent transformation of investment banks. We constantly strengthened the quality control of the whole process of investment banking business, and effectively fulfilled its responsibility as a "gatekeeper" in the capital market. In respect of domestic equity financing, the Company completed eight A share equity financing projects with a lead underwritten amount of RMB8.666 billion; and completed ten listings on the NEEQ during the Reporting Period. As of the end of 2024, the Company sponsored a total of 44 companies listed on the market as the lead brokerage, of which $84.09\%$ were "specialized, sophisticated, distinctive and innovative" enterprises. In 2024, the Company won a number of awards, including the China Securities Industry Junding Award for All-round Investment Banking granted by the Securities Times and the 17th New Fortune Best Refinancing Investment Bank. In respect of overseas equity financing, the Company completed 14 overseas equity financing projects, including 12 Hong Kong IPO projects, with an issue size of US$6.8 billion; one US IPO project with an issue size of US$21.89 million; and one refinancing project with an issue size of US$2.5 billion; and its equity financing business in Hong Kong ranked fourth among Chinese-based securities companies in terms of the total issuance size of IPOs and refinancing projects equally distributed among all underwriters, according to the statistics of Dealogic.

A-share items	2024		2023
	Lead underwritten amount (RMB100 million)	Number of lead underwriters	Lead underwritten amount (RMB100 million)	Number of lead underwriters
Initial public offering (IPO)	8.05	3	20.33	3
Refinancing offering	78.61	5	143.33	14
Total	86.66	8	163.67	17

Source: Statistics of the Company, Wind.

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2024 DIRECTORS' REPORT

(2) Debt financing business

In 2024, in respect of domestic market, the bond market interest rate showed a trend of "fluctuating downward with intensifying shocks". The issuance amount of major credit bonds² was RMB18.28 trillion, representing a year-on-year increase of 9.08%. Specifically, the issuance amount of corporate bonds was RMB3,950.561 billion, representing a year-on-year increase of 2.47%; the issuance amount of debt financing instruments of non-financial enterprises was RMB9,698.934 billion, representing a year-on-year increase of 13.34%; the issuance amount of non-policy financial bonds was RMB4,534.197 billion, representing a year-on-year increase of 10.32%; and the issuance amount of enterprise bonds was RMB60.007 billion, representing a year-on-year decrease of 70.11% (Source: Wind). In respect of overseas market, the US treasury bond market experienced three interest rate cuts in 2024, with a total reduction of 100 basis points, and the market size rebounded. The issuance amount of Chinese-issued overseas bonds was US$149.939 billion, representing a year-on-year increase of 31.93% (Source: DMI).

During the Reporting Period, the Company steadily enhanced its market position by consolidating resources, leveraging the Group's synergistic advantages and consistently cultivating key regions, on the basis of a strict control of business development risk. During the Reporting Period, the Company acted as the lead underwriter for 665 tranches of bonds, representing a year-on-year increase of 59.86%, with a lead underwritten amount of RMB296.322 billion, representing a year-on-year increase of 21.22%. The Company ranked 6th in terms of the scale of major credit bonds underwritten by lead underwriter, up by 2 places from the end of previous year. The Company attached great importance to serving national strategies with bond business and facilitated high-quality development with financial power. During the Reporting Period, the Company acted as the lead underwriter for 110 tranches of various science and technology innovation bonds with an underwritten amount of RMB34.479 billion; acted as the lead underwriter for 18 tranches of various low-carbon transformation and green bonds with an underwritten amount of RMB5.631 billion; and acted as the lead underwriter for 5 tranches of rural revitalization bonds with an underwritten amount of RMB1.119 billion. The Company took multiple measures to strengthen the quality control of its practices and received a Class A rating in the 2024 quality evaluation of bond practices of securities companies organized by the Securities Association. In respect of Chinese offshore bond business, 60 bonds were issued with an underwritten amount of US$11.022 billion.

² Major credit bonds include corporate bonds, enterprise bonds, debt financing instruments of non-financial enterprises, non-policy financial bonds and exchangeable bonds.

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Domestic item	2024		2023
	Lead underwritten amount (RMB100 million)	Number of offerings (tranches)	Lead underwritten amount (RMB100 million)	Number of offerings (tranches)
Enterprise bonds	10.08	5	35.16	8
Corporate bonds	1,667.95	395	1,462.04	271
Debt financing instruments of non-financial enterprises	538.74	165	232.69	65
Financial bonds	726.45	99	698.53	71
Exchangeable bonds	20.00	1	16.00	1
Total	2,963.22	665	2,444.42	416

Source: Wind.

(3) Financial advisory business

In 2024, 112 A share listed companies announced material asset restructuring for the first time, representing a year-on-year increase of 9.80%, with a total transaction amount disclosed of RMB461.263 billion (Source: Wind). Among them, 55 companies made such announcements after the release of the "Six Rules for Mergers and Acquisitions". With the promulgation of the new "Nine Guidelines for Capital Market", the "Six Rules for Mergers and Acquisitions" and other policies, merger and acquisition and restructuring have ushered in new opportunities for development as an important way to improve the quality of listed companies and develop new productive forces.

During the Reporting Period, centering around the guidance of national industrial policies, financial policies and regional development policies, the Company practiced the business model of "One Guangfa" by holding a number of large-scale Mergers and Acquisitions ("M&A") themed events, such as the forum on merger and acquisition of new productive forces and the inaugural conference of the Guangdong capital market M&A alliance, and building a merger and acquisition business ecosystem to provide customers with multi-level and all-round comprehensive services, promoting the orderly circulation of assets and capital. During the Reporting Period, the Company completed five projects in major asset restructuring and financial advisory business that had industry and regional influence, involving a total transaction amount of approximately RMB13.357 billion; and in terms of overseas projects, GF Capital (Hong Kong) completed three financial advisory projects, involving a transaction amount of approximately HK$1.446 billion. During the Reporting Period, the Company won the "2024 China Securities Industry Junding Award for Financial Advisors on M&A and Restructuring" granted by the Securities Times and the award of the 17th New Fortune Best Refinancing Investment Bank. Two transactions in which the Company acted as buyer's financial advisor were awarded the 2023-2024 Top Ten Domestic M&A Golden Whistle Award.

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2024 DIRECTORS' REPORT

2. Wealth management business segment

The Group’s wealth management business segment mainly comprises wealth management and brokerage business, futures brokerage business, margin financing and securities lending business, re-purchase transaction business and financial leasing business. The Group carries out futures brokerage business and financial leasing business through its wholly-owned subsidiaries, GF Futures and GFFL, respectively, and overseas brokerage business through its indirect wholly-owned subsidiary, GF Securities (Hong Kong).

(1) Wealth management and brokerage business

As of the end of 2024, the SSE Composite Index, the SZSE Component Index and the ChiNext Index rose by 12.67%, 9.34% and 13.23%, respectively; and the trading volume of stocks and funds in the market was RMB295.84 trillion, representing a year-on-year increase of 22.90%. Hong Kong’s Hang Seng Index, Hang Seng China Enterprises Index and Hang Seng Technology Index rose by 17.67%, 26.37% and 18.70%, respectively, as compared to the end of last year; and the average daily trading turnover of the Hong Kong stock market was HK$131.818 billion, representing a year-on-year increase of 26% (Source: Hong Kong Stock Exchange).

During the Reporting Period, the Company adhered to its main responsibility and main businesses, closely followed its main tone for high-quality development and its digitalization and platform-based strategies, focused on the key development direction for “high-quality customer base and efficient online operation” of the wealth brokerage business, carried out customer development services and standardized operations both online and offline; the Company continued to promote the implementation of a series of reforms on wealth brokerage to provide organizational capabilities, resource allocation and talent support for high-quality development; under the policy guidance for continued declines in rates and interest rates and reductions in the commissions and fees of public funds, the Company unswervingly accelerated its transformation into a buy-side investment adviser to stay highly aligned with the interests of investors. The Company adhered to the principle of “the Company will not carry out those businesses if it is not clear how to carry out and control them”, and strictly adhered to the bottom line of compliance. In respect of domestic market, as of the end of December 2024, the total balance of financial products sold by Company on a commission basis exceeded RMB260 billion, representing an increase of approximately 22% as compared to the end of last year; according to the statistics of the Securities Association of China, a total of more than 4,600 employees were qualified as investment advisors, ranking first in the industry (based on data of parent company). The turnover of the Company’s SSE and SZSE stock and funds amounted to RMB23.95 trillion (bilateral statistics), representing a year-on-year increase of 28.98%. In the overseas market, the Group further diversified its product offerings and continued to transform into wealth management with net sales income and balance of financial products and commissions for multi-market transactions achieving a year-on-year growth.

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The trading volume and market share of the Company’s securities trading agency business on SSE and SZSE are shown in the table below:

Item	January to December 2024		January to December 2023
	Trading volume as agent (RMB100 million)	Market share (%)	Trading volume as agent (RMB100 million)	Market share (%)
Stocks	198,940.41	3.86	157,905.56	3.71
Funds	40,528.34	5.32	27,764.80	5.00
Bonds	534,989.53	4.85	498,176.72	4.94
Total trading volume	774,458.29	4.57	683,847.08	4.59

Note 1: The data is from the statistics of SSE, SZSE and Wind;
Note 2: The data in the above table is the data of the parent company;
Note 3: The market share refers to the ratio of trading volume of this type of securities to the total trading volume of such type of securities traded on the SSE and SZSE in the same period.

The financial products agency sales of the Company in 2024 are shown in the table below:

Type	Total sales amount for the period (RMB100 million)	Total redeemed amount for the period (RMB100 million)
Fund products	2,030.14	1,601.24
Trust products	638.69	538.30
Other financial products	6,890.10	6,756.94
Total	9,558.93	8,896.48

Note: The total sales and redeemed amount in this table include the subscription, application, redemption and targeted investment of OTC products and on-market products, as well as the sales of asset management products issued by GF Asset Management.

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2024 DIRECTORS' REPORT

(2) Futures brokerage business

In 2024, on a unilateral basis, the cumulative trading volume of the futures market was RMB619.26 trillion, representing a year-on-year increase of 8.93%, of which the cumulative trading volume of commodity futures was RMB428.33 trillion, representing a year-on-year decrease of 1.61%; the cumulative trading volume of financial futures was RMB190.93 trillion, representing a year-on-year increase of 43.37% (Source: China Futures Association).

During the Reporting Period, GF Futures insisted on strengthening its main responsibilities and main businesses and explored the industry chain and value chain with a year-on-year increase in the market share in terms of both trading volume and turnover and steady development of its domestic and overseas business. During the Reporting Period, the market share of GF Futures in terms of trading volume was 2.12%, representing an increase of 0.60 percentage point as compared to the same period of last year; the market share of trading turnover was 2.08%, representing an increase of 0.51 percentage point as compared to the same period of last year; the consolidated operating income and net profit of overseas subsidiaries of GF Futures achieved year-on-year growth; and the GF Futures (Hong Kong) was awarded the "Top Five Chinese Futures Brokers" by the Singapore Exchange for SGX Iron Ore Derivatives and SGX USD/CNH Futures in 2024.

(3) Margin financing and securities lending business

As of the end of December 2024, the balance of margin financing and securities lending in the entire market was RMB1,864.583 billion, representing an increase of 12.94% as compared to the end of last year (Source: Wind).

During the Reporting Period, the Company adhered to the principle of customer-centricity, continued to improve the quality and efficiency of customer services and standardized business development. As of the end of December 2024, the balance of margin financing and securities lending of the Company was RMB103.686 billion, representing an increase of 16.52% as compared to the end of last year, with a market share of 5.56%.

(4) Repurchase transaction business

During the Reporting Period, the Company steadily carried out the stock pledge business, strictly implemented various measures on duration management and continued to optimize asset structure. As of the end of December 2024, the balance of the exchange traded Stock Pledged Repo Transaction business carried out by the Company through its owned funds was RMB9.455 billion, representing a decrease of 23.29% as compared to the end of 2023.

(5) Financial leasing business

During the Reporting Period, GFFL continued to strengthen the construction and optimization of its comprehensive risk management system. As of the end of December 2024, the net amount of the lease receivables amounted to RMB14 million.

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2024 DIRECTORS' REPORT

3. Trading and institution business segment

The Group’s trading and institution business segment mainly includes the equity investment and trading business, fixed income sales and trading business, equity derivatives sales and trading business, alternative investment business, investment research business and asset custody business.

(1) Equity investment and trading business

The equity investment and trading business of the Company is mainly engaged in stock investment and trading.

In 2024, the major stock indices in the A-share market showed a positive annual growth rate. Benefiting from the policy support in the second half of the year, stocks of securities firms and insurance industry generally rose. The communications industry continued to rise with the development of artificial intelligence and the increase in AI capital expenditures of related enterprises. Sectors such as pharmaceuticals and biology, agriculture, forestry, animal husbandry and fishery and beauty care experienced general declines.

During the Reporting Period, in respect of equity investment, the Company adhered to the value investment approach, strengthened the combination of top-down macro-strategy with the research of the industry and individual stocks, and used multi-strategy investment tools to reduce the fluctuation of investment income, achieving good investment performance.

(2) Fixed income sales and trading business

The fixed income sales and trading of the Company consists mainly of sales of underwritten bonds to institutional clients, and market-making and trading of financial products and interest rate derivatives with fixed income.

In 2024, the domestic monetary policy was moderately loose while the fiscal policy was actively strengthened; the high level of overseas inflation cooled down, and the Federal Reserve was still in the cycle of cutting interest rates. ChinaBond – New Composite Wealth Index (Full Price) increased by 7.61% as compared with the end of the previous year; the interest rate of the 10-year Treasury Bond was 1.68%, down 88bp from the end of the previous year; the interest rate of the 10-year U.S. Treasury Bond was 4.57%, up 64bp as compared with the end of the previous year; Chinese issued US Dollar-denominated Bond Index increased by 6.48% as compared with the end of the previous year (Source: Wind, Bloomberg).

During the Reporting Period, the Company effectively controlled the duration, leverage and investment scale of its bond investment portfolio, and seized structural opportunities in the market to achieve better investment performance. During the Reporting Period, the scale of FICC business continued to grow with multiple strategies; the bond market-making business created the “GF Securities Pearl River Delta ESG Sustainable Development Local Debt Basket (廣發證券珠三角ESG可持續發展地方債籃子)” to help market institutions actively participate

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2024 DIRECTORS' REPORT

in the green economy construction and sustainable development in the Pearl River Delta through portfolio investment; the Company established two bond basket products in cooperation with fund companies to assist mutual funds in participating in the trading of bond baskets, thereby improving transaction efficiency and reducing transaction costs. The Company strengthened the forward-looking research and layout of public REITs, private exchangeable bonds and cross-border investment, and continued to improve our multi-asset and multi-strategy investment capabilities.

(3) Equity derivatives sales and trading business

Based on customer and market needs, the Company studies, designs and sells a variety of OTC products, including non-standard products, income certificates and OTC derivatives. Meanwhile, the Company provides liquidity support to non-standard products and income certificates products through OTC and engages in market making and trading of equity products and derivative products.

In 2024, the OTC derivatives market continued to develop in a standardized and healthy direction. The new "Nine Guidelines for Capital Market" propose to "establish a fast-track approval channel for exchange traded funds (ETFs) to promote the development of index investment", and the domestic ETF fund market scale has been further expanded.

During the Reporting Period, as a primary dealer of OTC derivatives business, based on its professional advantages in derivatives pricing and trading, the Company continued to strengthen the construction of team and system, enhanced product creation, strategy innovation and trading and sales capabilities, and diversified and expanded its product system, types of underlying products and revenue structure, so as to continuously provide institutional customers with asset allocation and risk management solutions through OTC derivatives. The market-making business of the Company continued to be in the first echelon of the market, providing market-making services for more than 800 funds and all ETF options of the SSE and SZSE, market-making services for CSI 300 stock index options and CSI 1000 stock index options of the China Financial Futures Exchange, and market-making services for 43 NEEQ companies. During the Reporting Period, the Company issued 84,691 private equity products through the China Securities Inter-agency Quotation System and OTC market, with a total amount of RMB900.744 billion. The Company became the lead market maker for stock index options of the China Financial Futures Exchange, and was granted the SSE's 2023 Stock Option Market Development Contribution Award (Outstanding Option Market Maker Award and Contribution to New Option Varieties Award), the SZSE's 2023 Outstanding ETF Liquidity Provider Award and Outstanding Option Market Maker Award, and the CFFEX's 2023 Outstanding Stock Index Option Market Maker Award (Bronze Award).

(4) Alternative investment business

The Group carried out alternative investment business with its own funds through GF Qianhe, a wholly-owned subsidiary. Currently, the Group mainly focuses on equity investment business.

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2024 DIRECTORS' REPORT

In 2024, the number of investment cases in China's equity investment market was 6,545, representing a year-on-year decrease of 7.9%; the total investment scale was RMB638.071 billion, representing a year-on-year decrease of 10.3%; the number of exit cases was 3,696, representing a year-on-year decrease of 6.3% (Source: Zero2IPO Research).

During the Reporting Period, GF Qianhe focused on hard technology, AI+, advanced manufacturing, healthcare, special opportunity investment and other major fields. As of the end of 2024, the accumulated number of projects invested by GF Qianhe was 323.

(5) Investment research business

The investment research business of the Group mainly comprises investment research services provided in various areas such as macro economy, strategy, fixed income, financial engineering, industry and listed companies for institutional clients; as well as the promotion and support of the Company's core business and professional exchanges at home and abroad, in order to further promote the research-driven business model.

During the Reporting Period, the Group continued to promote the implementation of the research-driven business model and gave full play to the empowerment and promotion effect of research on the Company's core business. As of the end of December 2024, the Group's equity research covered 28 industries and 993 A-share listed companies in China, and 169 Hong Kong and overseas listed companies. The Company achieved research results based on digital means such as GF research portal and mini programs, continued to explore in the direction of intelligence, and strived to build a multi-platform, multi-channel and multidimensional customer service system. During the Reporting Period, the industrial research institute of the Company continued to build an ecosystem of production, learning, research, investment and financing integration, empowered the development of various business segments, provided research support for policy formulation and industrial planning of government departments, and explored the establishment of industrial incubation and transformation cooperation mechanism with key scientific research universities to play a role as a bridge of "technology-finance-industry"

The outstanding research capacity of the Company enjoys a high reputation in the industry and received numerous honors. From 2017 to 2024, the Company has won awards from mainstream organizations and ranked among the top: Best Analyst of Securities Times (證券時報最佳分析師), Best Analyst of New Fortune (新財富最佳分析師), China Securities Industry Analyst Golden Bull Award (中國證券業分析師金牛獎), Sell-side Analyst Crystal Ball Award (賣方分析師水晶球獎), Best Analyst of Shanghai Securities News, the Golden Kirin (金麒麟) Best Analyst of Sina Finance, the Gold Analysts of the 21st Century (21世紀金牌分析師), etc. In 2024, focusing on the main line of Chinese-style modernization, the Company held large-scale strategy conferences such as "Focusing on New Quality Productivity", "Strengthening the Foundation and Cultivating the Roots" and "Foreseeing 2025" to build a communication platform between listed companies and institutional investors to serve the development of the real economy; it also held an investment strategy seminar in Hong Kong for the first time, with a focus on serving overseas institutional investors.

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2024 DIRECTORS' REPORT

(6) Asset custody business

The Company provides high-quality asset custody and fund operation outsourcing services for various asset management institutions such as funds, securities, futures, banks and trusts.

In 2024, the new “Nine Guidelines for Capital Market” clearly require the vigorous development of equity public funds, promote the development of indexed investment, and support the steady development of private securities investment funds and private asset management business. The scale of public funds continued to increase, breaking historical records for many times during the year. The Guidelines for the Operation of Private Securities Investment Funds (《私募證券投資基金運作指引》) emphasized the responsibility of entrusted management and further regulated the development of private fund business.

During the Reporting Period, the Company continued to promote the layout of public fund products, focusing on the custody of indexed public funds; actively implemented the new regulations on private funds, and provided professional services to fund managers. The Company strengthened the construction of basic systems, improved comprehensive service and risk management capabilities, and promoted the steady development of asset custody business. As of the end of December 2024, the Company had 3,775 custody products and 4,367 products of fund operation outsourcing services. According to Wind, the Company ranked fifth in the industry in terms of the scale of custody of public funds.

4. Investment management business segment

The Group’s investment management business segment mainly covers asset management business, public fund management business and private fund management business.

(1) Asset management business

The Group’s asset management clients include individuals and institutional investors. The Group carries out asset management business through its wholly-owned subsidiaries, namely GF Asset Management and GF Futures, and its indirectly wholly-owned subsidiary, namely GF Asset Management (Hong Kong).

In 2024, the asset management business of securities firms actively responded to the policy calls such as the new “Nine Guidelines for Capital Market”, actively returned to the origin of the industry, continuously improved the professional level, and steadily promoted the standardized transformation.

During the Reporting Period, GF Asset Management insisted on playing the role of “manager” of social wealth, continuously strengthened the construction of investment and research system, improved the ability of active management, and actively promoted product creation and business expansion. The scale of assets under management has increased. According to the Asset Management Association of China, GF Asset Management ranked

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2024 DIRECTORS' REPORT

eighth in terms of the average monthly scale of private assets under management in the third quarter of 2024. As of the end of December 2024, the net value of collective asset management schemes, single asset management schemes and specific asset management schemes of GF Asset Management increased by $30.11\%$ , $1.31\%$ and $205.34\%$ , respectively, as compared with the end of 2023, and its total scale increased by $23.87\%$ as compared with the end of 2023.

The asset management scale of GF Asset Management is as follows:

	Net value of asset management (RMB100 million)
	December 31, 2024	December 31, 2023
Collective asset management business	1,543.83	1,186.55
Single asset management business	811.70	801.24
Specific asset management business	179.62	58.83
Total	2,535.16	2,046.62

Source: Statistics of the Company.

As of the end of December 2024, there were 41 asset management schemes managed by GF Futures, with a total asset under management of RMB1.844 billion.

In the area of overseas asset management business, GFHK is one of the first batch of financial institutions in Hong Kong with the PRC background granted with RQFII qualification; there were 5 fund products established and managed by GF Asset Management (Hong Kong).

(2) Public fund management business

The Group carries out public fund management business through its non-wholly owned subsidiary, GF Fund, and investee company, E Fund. As of the end of December 2024, it held $54.53\%$ interest in GF Fund and held $22.65\%$ interest in E Fund and was one of the three parallel largest shareholders.

In 2024, the public fund industry as a whole showed a steady and sound development trend. Under the guidance of the new "Nine Guidelines for Capital Market" and a series of ancillary policies, fund companies further enhanced the play of their functions, steadily reduced the comprehensive fee rate, promoted the optimization of a more customer-centric industry ecosystem, and actively served the residential wealth management and the development of the real economy. As of the end of December 2024, the net assets of the public fund management business totaled RMB32.83 trillion, representing an increase of $18.93\%$ from that at the end of 2023 (Source: Asset Management Association of China).

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GF Fund is one of the investment managers of the National Social Security Fund and Basic Pension Insurance Fund. It also provides asset management services for insurance companies, financial companies, other institutional investors and general investors. In addition, GF Fund can invest the capital raised domestically in overseas capital market through QDII and QDLP, and invest capital raised from overseas markets in China's capital market in the forms of QFII and RQFII through GF International Investment Management Limited, its wholly-owned subsidiary. During the Reporting Period, GF Fund adhered to the main line of high-quality development and continued to strengthen the construction of its core capabilities of investment research, improved the richness and quality of asset supply, and further enhanced the level of professional customer services. As of the end of December 2024, the public funds managed by GF Fund in aggregate reached RMB1,465.507 billion, representing an increase of $19.93\%$ as compared to the end of 2023, and the total fund size excluding money market funds amounted to RMB840.356 billion, ranking third in the industry (Source: Wind, Statistics of the Company).

E Fund is one of the investment managers of the National Social Security Fund and Basic Pension Insurance Fund. It also provides asset management services for insurance companies, financial companies, enterprise annuity, other institutional investors and general investors. In addition, E Fund can invest capital raised domestically in overseas capital market through QDII, and invest capital raised from overseas markets in China's capital market in the forms of QFII and RQFII through E Fund Management (HK) Co., Ltd., its wholly-owned subsidiary. During the Reporting Period, E Fund adhered to its original aspiration, focused on its main business, put functionality first, and did a good job in the "five major areas" of finance. The Company continued to enhance its core capabilities in investment research, and continuously optimized diversified products and services to meet the needs of investors. It steadily promoted the globalization strategy to better serve the real economy and the wealth management needs of residents. As of the end of December 2024, the public funds managed by E Fund in aggregate reached RMB2,053.608 billion, representing an increase of $22.43\%$ as compared to the end of 2023, and the total fund size excluding money market funds amounted to RMB1,430.981 billion, ranking first in the industry (Source: Wind, Statistics of the Company).

(3) Private fund management business

The Group engages in private fund management business through GF Xinde, its wholly-owned subsidiary, and is engaged in overseas private equity fund business through its indirectly wholly-owned subsidiary, GF Investments (Hong Kong) and institutions thereunder.

In 2024, the State Council promulgated Several Policies and Measures for Promoting the High-Quality Development of Venture Capital (《促進創業投資高質量發展的若干政策措施》), pursuant to which the State shall focus on the whole chain of "raising, investment, management and exit" of venture capital, further improve the policy environment and management system and actively support venture capital in growing bigger and stronger. There were 3,981 new offering funds in the equity investment in the PRC, representing a year-on-year decrease of $43.0\%$ ; the total amount of new funds exceeded RMB1,440.0 billion, representing a year-on-year decrease of $20.8\%$ (Source: Zero2IPO Research).

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During the Reporting Period, GF Xinde focused on such industries as biomedicine, intelligent manufacturing, new energy and corporate services. According to the Asset Management Association of China, the average monthly scale of paid-in funds under management by GF Xinde in the third quarter of 2024 exceeded RMB17.5 billion. In the overseas market, GF Investments (Hong Kong) managed four equity investment fund products, and has completed investment mainly in fields of high-end manufacturing, TMT, big consumption and biomedical. Several investment projects have exited by way of mergers and acquisitions or been listed on the stock exchanges in Hong Kong, the United States and other regions.

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V. THE BOARD DURING THE REPORTING PERIOD

(I) The Board during the Reporting Period

Session of meeting	Convening date	Disclosure date	Status of resolutions
The Thirty-third Meeting of the Tenth Session of the Board of Directors	March 28, 2024	March 29, 2024	The Board of Directors considered and approved:
1. the Resolution on the Directors' Report of GF Securities for the Year of 2023;
2. the Resolution on the Work Report of the Strategy Committee of the Board of Directors of GF Securities for the Year of 2023;
3. the Resolution on the Work Report of the Nomination Committee of the Board of Directors of GF Securities for the Year of 2023;
4. the Resolution on the Work Report of the Remuneration and Appraisal Committee of the Board of Directors of GF Securities for the Year of 2023;
5. the Resolution on the Work Report of the Audit Committee of the Board of Directors of GF Securities for the Year of 2023;
6. the Resolution on the Work Report of the Risk Management Committee of the Board of Directors of GF Securities for the Year of 2023;
7. the Resolution on the Work Report of Independent Directors for the Year of 2023;
8. the Resolution on the Duty Report of Independent Directors for the Year of 2023;
9. the Resolution on the Performance Assessment on Directors for the Year of 2023;
10. the Resolution on the Special Description of Performance Assessment and Remuneration of GF Securities Directors for the Year of 2023;
11. the Resolution on the Special Description of Duty Performance, Performance Assessment and Remuneration of GF Securities Business Management for the Year of 2023;
12. the Resolution on the Final Financial Report of GF Securities for the Year of 2023;
13. the Resolution on the Annual Report of GF Securities for the Year of 2023;
14. the Resolution on the Social Responsibility and Environmental, Social and Governance (ESG) Report of GF Securities for the Year of 2023;
15. the Resolution on the Corporate Governance Report of GF Securities for the Year of 2023;
16. the Resolution on the Compliance Report of GF Securities for the Year of 2023;
17. the Resolution on the Review Report on the Effectiveness of the Compliance Management of GF Securities for the Year of 2023;
18. the Resolution on the Internal Control and Evaluation Report of GF Securities for the Year of 2023;
19. the Resolution on the Specific Auditing Report of Related Party Transactions of GF Securities for the Year of 2023;
20. the Resolution on the Audit Work Report of GF Securities for the Year of 2023;
21. the Resolution on the Risk Management Report of GF Securities for the Year of 2023;
22. the Resolution on the Specific Report on the Information Technology Management of GF Securities for the Year of 2023;
23. the Resolution on the Annual Management Report on the Network and Information Security of GF Securities for the Year of 2023;
24. the Resolution on the Plan of Profit-sharing of GF Securities for the Year of 2023;
25. the Resolution on the Formulation of the Administrative Measures for the Selection and Appointment of Accounting Firms of GF Securities;
26. the Resolution on the Assessment Report and Report on the Performance of Supervision Duties of the Audit Committee of the Board on the Performance of the Accounting Firm for the Year of 2023;
27. the Resolution Regarding Engaging Auditors in 2024;
28. the Resolution on the Authorization of Proprietary Investment Quota for 2024;
29. the Resolution on Expected Daily Related Party/Connected Transactions of the Company for the Year of 2024;
30. the Resolution on the Work Report of Anti-money Laundering of GF Securities for the Year of 2023;
31. the Resolution on the Special Audit Report on Anti-money Laundering of GF Securities for the Year of 2023;
32. the Resolution on the Amendments to the Articles of Association of the Company;
33. the Resolution on the Formulation of the Working System of the Independent Directors of GF Securities;
34. the Resolution on the Authorization to Convene the General Meeting for the Year of 2023;
35. the Resolution on Distribution of Performance-based Salary for the Management for the Year of 2023.

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Session of meeting	Convening date	Disclosure date	Status of resolutions
The Thirty-fourth Meeting of the Tenth Session of the Board of Directors	April 15, 2024	April 16, 2024	The Board of Directors considered and approved:
1. the Resolution on the Nomination of Candidates for the Non-Independent Directors of the Eleventh Session of the Board of Directors of the Company;
2. the Resolution on the Nomination of Candidates for the Independent Directors of the Eleventh Session of the Board of Directors of the Company.
The Thirty-fifth Meeting of the Tenth Session of the Board of Directors	April 29, 2024	April 30, 2024	The Board of Directors considered and approved:
1. the Resolution on the 2024 First Quarterly Report of GF Securities;
2. the Resolution on the 2024 First Quarterly Audit Work Report of GF Securities.
The First Meeting of the Eleventh Session of the Board of Directors	May 10, 2024	May 11, 2024	The Board of Directors considered and approved:
1. the Resolution on the Election of Members of Special Committees of the Eleventh Session of Board of Directors of the Company;
2. the Resolution on the Election of the Chairman of the Eleventh Session of Board of Directors of the Company;
3. the Resolution on the Appointment of the General Manager of the Company;
4. the Resolution on the Appointment of Other Senior Management Members of the Company.
The Second Meeting of the Eleventh Session of the Board of Directors	June 25, 2024	June 26, 2024	The Board of Directors considered and approved:
1. the Resolution on the Formulation of the Internal Accountability System of GF Securities;
2. the Resolution on the Amendments to the Measures for the Administration of Compliance Accountability of GF Securities.
The Third Meeting of the Eleventh Session of the Board of Directors	August 30, 2024	August 31, 2024	The Board of Directors considered and approved:
1. the Resolution on the 2024 Interim Report of GF Securities;
2. the Resolution on the 2024 Interim Risk Management Report of GF Securities;
3. the Resolution on the 2024 Interim Audit Work Report of GF Securities;
4. the Resolution on the Amendments to the Rules of Procedure for the Strategic Committee of the Board of Directors of GF Securities;
5. the Resolution on the Amendments to the Rules of Procedure for the Nomination Committee of the Board of Directors of GF Securities;
6. the Resolution on the Amendments to the Rules of Procedure for the Remuneration and Appraisal Committee of the Board of Directors of GF Securities;
7. the Resolution on the Amendments to the Rules of Procedure for the Audit Committee of the Board of Directors of GF Securities;
8. the Resolution on the Amendments to the Rules of Procedure for the Risk Management Committee of the Board of Directors of GF Securities;
9. the Resolution on the Amendments to the Management System for Related Party Transactions of GF Securities;
10. the Resolution on the Amendments to the Management System for the Use of Proceeds of GF Securities;
11. the Resolution on Amendments to the Dividend Distribution Management Policies of GF Securities;
12. the Resolution on 2024 Interim Profit Distribution Plan of GF Securities;
13. the Resolution on the Authorization to Convene the 2024 First Extraordinary General Meeting.
The Fourth Meeting of the Eleventh Session of the Board of Directors	October 30, 2024	October 31, 2024	The Board of Directors considered and approved:
1. the Resolution on the 2024 Third Quarterly Report of GF Securities;
2. the Resolution on the 2024 Third Quarterly Audit Work Report of GF Securities;
3. the Resolution on the Change of Joint Company Secretary and Authorized Representative of the Company.
The Fifth Meeting of the Eleventh Session of the Board of Directors	December 26, 2024	December 27, 2024	The Board of Directors considered and approved:
1. the Resolution on Adjusting the Organizational Structure of the Company's Fixed Income Business.

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2024 DIRECTORS' REPORT

Related announcements of resolutions are published in the China Securities Journal, Securities Times, Shanghai Securities News and Securities Daily and disclosed on the website of CNINFO (www.cninfo.com.cn) and the HKExnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) by the Company.

(II) Attendance of Directors at Board meetings and general meetings of shareholders

Attendance of Directors at Board meetings and general meetings of shareholders

Name of Director	Required attendance at Board Meetings during the Reporting Period	On-site attendance at Board Meeting	Attendance at Board Meeting by telecommunication	Attendance at Board Meeting by proxy	Two consecutive absences in person from Board Meeting	Attendance at general meeting of shareholders
Lin Chuanhui	8	6	2	0	No	2/2
Li Xiulin	8	3	5	0	No	2/2
Shang Shuzhi	8	2	6	0	No	2/2
Guo Jingyi	8	3	5	0	No	2/2
Qin Li	8	6	2	0	No	2/2
Sun Xiaoyan	8	6	2	0	No	2/2
Xiao Xuesheng	5	2	3	0	No	1/1
Leung Shek Ling Olivia	8	0	8	0	No	2/2
Li Wenjing	8	2	6	0	No	2/2
Zhang Chuang	5	1	4	0	No	1/1
Wang Dashu	5	3	2	0	No	1/1
Ge Changwei	3	2	1	0	No	1/1
Fan Lifu	3	1	2	0	No	1/1
Hu Bin	3	0	1	2	No	1/1

(III) Objections raised by Directors on matters of the Company

During the Reporting Period, no objection was raised by the Directors to the relevant matters of the Company.

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2024 DIRECTORS' REPORT

(IV) Independence of the Board of Directors

To promote more objective and effective board decision-making, the Company has established various systems, including the Rules of Procedure for the Board of Directors and Working System of the Independent Directors, so as to ensure that independent views and opinions of all Directors can be submitted to the Board of Directors.

(1) The Rules of Procedure for the Board of Directors and Working Rules of the Independent Directors and various system of the Company provide guidance for the duty performance of each Director to ensure standard operation and reasonable decision-making by the Board of Directors, and stipulate actions to be taken by the Directors to avoid any conflict of interests;

(2) The Board of Directors of the Company consists of 11 members; 7 of them are Non-executive Directors, including 4 Independent Non-executive Directors in accordance with the Listing Rules of the Mainland China and Hong Kong with a balanced composition so that there is a strong independent element on the Board;

(3) Before nomination of candidates for the appointment of new Independent Non-executive Directors, the Nomination Committee shall make a comprehensive assessment on, among others, their independence, working experience and professional skills. It will also assess ongoing independence of the existing Independent Non-executive Directors and their time commitment for their performance of duties on an annual basis. According to Article 6 of the Measures for the Administration of Independent Directors of Listed Companies and Rule 3.13 of the Hong Kong Listing Rules, all Independent Non-executive Directors are required to confirm in writing that they meet the independence requirements on an annual basis;

(4) The Chairman holds on an annual basis meetings with Independent Non-executive Directors without the presence of other Directors;

(5) The Company convenes meetings attended by all Independent Non-executive Directors from time to time to consider relevant matters stipulated in the Measures for the Administration of Independent Directors of Listed Companies, or study other matters of the Company as necessary;

(6) The non-Executive Directors shall receive fixed allowance for serving on the Board of Directors and specific committees under the Board of Directors;

(7) The specific committees under the Board of Directors may, in the course of performing their duties, engage intermediaries to provide professional advice for their performance of duties at the expenses of the Company;

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2024 DIRECTORS' REPORT

(8) The Board of Directors of the Company shall make assessment on performance of Directors on an annual basis; the Director being appraised have abstained from voting. Upon deliberation and confirmation of the final appraisal results of performance of Directors by the Board of Directors, these results will be submitted together with the explanations on appraisal results of performance and matters in relation to their remunerations to the general meeting.

The Company believes that the above measures and policies have been effectively implemented during the Reporting Period.

(V) Other explanations on the performance of duties by Directors

During the Reporting Period, no suggestions made by the Directors on the Company were rejected. During the Reporting Period, the independent non-executive Directors of the Company held a special meeting to discuss with the Chairman of the Board on "the effective pathways for the Company to adhere to its primary responsibilities and core business and promote its high-quality development to a new level under the current situation". The Company integrated the opinions of independent non-executive Directors into its daily operations and development, focused on its primary responsibilities and core business and consolidated its core professional capabilities; optimized its business layout and cultivated new quality competitiveness; coordinated and promoted various reform initiatives to enhance its comprehensive service capabilities; and operated in a compliant and stable manner to ensure the Company's long-term sustainability.

(VI) Major initiatives on corporate governance by the Board of Directors

In terms of corporate governance, the Board or its subordinated specific committees shall perform the following responsibilities: to formulate and review the policy and practice of corporate governance, and make proposals to the Board; to review and monitor training and continued professional development of the Directors and senior management personnel; to review and monitor the issuer's policies and practices on compliance with legal and regulatory requirements; and to review the issuer's compliance with the CG Code, and the disclosure in the annual report of the Company. During the Reporting Period, the Board of Directors of the Company carried out the following major initiatives on corporate governance:

(1) In accordance with the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), the Listed Companies Regulatory Guidance No. 3 - Cash Dividends Distribution of Listed Companies (《上市公司監管指引第3號-上市公司現金分紅》), the Rules for the Shareholders' Meetings of Listed Companies (《上市公司股東大會規則》) and the SZSE Listing Rules, the Self-regulatory Guideline No. 1 for Companies Listed on the Shenzhen Stock Exchange - the Standardized Operation of Companies Listed on the 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》) and other laws and regulations, as well as the Hong Kong Listing Rules and

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2024 DIRECTORS' REPORT

other relevant provisions, in light of its actual situation, the Company has revised the Articles of Association, the Rules of Procedure for the Strategic Committee of the Board of Directors (《董事會戰略委員會議事規則》), the Rules of Procedure for the Nomination Committee of the Board of Directors (《董事會提名委員會議事規則》), the Rules of Procedure for Remuneration and Appraisal Committee of the Board of Directors (《董事會薪酬與考核委員會議事規則》), the Rules of Procedure for the Audit Committee of the Board of Directors (《董事會審計委員會議事規則》), the Rules of Procedure for the Risk Management Committee of the Board of Directors (《董事會風險管理委員會議事規則》) and the Management System for Related Party Transactions (《關聯交易管理制度》), and has formulated the Working System of the Independent Directors (《獨立董事工作制度》).

(2) Pursuant to the Administrative Measures for the Selection and Appointment of Accounting Firms by State-owned Enterprises and Listed Companies (《國有企業、上市公司選聘會計師事務所管理辦法》) jointly promulgated by the Ministry of Finance, the SASAC of the State Council and the CSRC, and in light of the provisions of the Articles of Association and its actual situation, the Company has formulated the Administrative Measures for the Selection and Appointment of Accounting Firms of GF Securities (《廣發證券選聘會計師事務所管理辦法》).

(3) In order to implement the external regulatory requirements and based on its practical experience of internal management, the Company has formulated the Internal Accountability System of GF Securities (《廣發證券內部問責制度》) and has revised the Measures for the Administration of Compliance Accountability of GF Securities (《廣發證券合規問責辦法》).

(4) The Company provides professional training and other support to its Directors, Supervisors and senior management for their performance of duties. In 2024, the Company facilitated Directors, Supervisors and senior management to participate in various trainings organized by the regulatory authorities, listed company associations, industry associations and the Company, with the expenses borne by the Company. The Company sent the laws, regulations, guidelines, notices, special editions issued by the regulatory authorities and the newsletters of the Directors and Supervisors (《董監事通訊》) that are compiled monthly by the Company to the Directors, Supervisors and senior management in a timely manner, so as to improve their understanding of the latest statutory requirements of the regulatory authorities and the stock exchange of the places where the Company is listed, the development of the securities industry and the Company's business and to provide facilitation and support for the performance of duties by the Company's Directors, Supervisors and senior management.

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2024 DIRECTORS' REPORT

(5) The Company attaches great importance to the deep integration of development strategy, cultural concept and operation development, and the corporate culture of the Company is in line with the Company's purpose, value and strategy. With culture-driven business, the Company regards serving the national strategy, the real economy development and the people's yearning for a better life as its corporate responsibilities and missions, leading the main businesses such as investment banking, wealth management, and asset management to enhance core competitiveness, and promote business decision-making and organic combination of cultural concepts. In order to carry on the culture of business, the cultural construction requirements are embedded in the whole process of the Company's operation and management, and the Company's mission, core values and business philosophy are demonstrated in the business operation, so that the culture has strong vitality, cohesion and appeal. During the Reporting Period, the Company coordinated and promoted the construction of corporate culture, strengthened the positive incentive role; built the characteristic cultural brand of "knowledge-based, truth-seeking and dedication", continued to strengthen cultural recognition; actively cultivated the financial culture with Chinese characteristics, fully supported the construction of industry culture, and facilitated the high-quality development of the industry by participating in activities including the research on the topic of industry culture construction.

Before the publication of the 2024 annual report of the Company, the Board has reviewed the Corporate Governance section therein (i.e. the Corporate Governance Report), and the Board is of the view that this Corporate Governance Report complies with the relevant requirements of the Hong Kong Listing Rules.

(VII) Implementation of the resolutions of shareholders' meetings by the Board of Directors

The Board of Directors of the Company has implemented the resolutions of shareholders' meetings well, and details on the implementation of the resolutions of shareholders' meetings by the Board of Directors during the Reporting Period are as follows:

(1) On May 10, 2024, the Company convened the 2023 annual general meeting and passed the Resolution on Engagement of its Auditor for the Year of 2024. According to the resolution, the Company reappointed Ernst & Young as its auditor for the year of 2024.

(2) On May 10, 2024, the Company convened the 2023 annual general meeting and passed the 2023 Profit Distribution Plan of GF Securities (《廣發證券2023年度利潤分配方案》). The Company has completed the profit distribution on July 3, 2024 by distributing cash dividend of RMB3.0 (tax inclusive) for every 10 shares based on 7,605,845,511 shares after deducting the repurchased 15,242,153 A Shares from the then share capital of the Company of 7,621,087,664 shares.

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2024 DIRECTORS' REPORT

(3) On May 10, 2024, the Company convened the 2023 annual general meeting and passed the Resolution on the Amendments to the Articles of Association. The revised Articles of Association officially came into effect on the date of the resolution of the general meeting of shareholders; the Company submitted the Filing Report on Amendments to the Articles of Association of GF Securities (《關於修訂廣發證券公司章程的備案報告》）to Guangdong Bureau of the CSRC in accordance with relevant laws and regulations.

(4) On October 15, 2024, the Company convened the 2024 First Extraordinary General Meeting and passed the 2024 Interim Profit Distribution Plan of GF Securities (《廣發證券2024年度中期利潤分配方案》). The Company has completed the profit distribution on November 28, 2024 by distributing cash dividend of RMB1.0 (tax inclusive) for every 10 shares based on 7,605,845,511 shares after deducting the repurchased 15,242,153 A Shares from the then share capital of the Company of 7,621,087,664 shares.

VI. SERVICE CONTRACTS OF DIRECTORS AND SUPERVISORS

The Company has entered into the Service Contracts for Directors and the Service Contracts for Supervisors with each of the eleven Directors of the current eleventh session of the Board of Directors and each of the five Supervisors of the current eleventh session of the Supervisory Committee. The term of office of the Directors and Supervisors was effective from the date of approval by the general meeting or the employee representatives meeting until the expiry date of the term of office for the eleventh session of the Board of Directors and the Supervisory Committee. The Service Contracts for Directors and the Service Contracts for Supervisors provide the agreed terms on the duties and responsibilities of the Directors and Supervisors during their term of office.

In addition, none of the Directors and Supervisors of the Company has entered into any service contract with the Company or its subsidiaries which is not terminable within one year without payment of compensation, other than statutory compensation.

VII. INTEREST OF DIRECTORS AND SUPERVISORS IN MATERIAL CONTRACTS

Except for the service contracts, the Group has not entered into any significant contracts in which the Directors or Supervisors of the Company have, directly or indirectly, a material interest during the Reporting Period.

VIII. INTEREST OF DIRECTORS IN BUSINESSES IN COMPETITION WITH THE COMPANY

The Directors of the Company do not have any interest in any business that competes with the business of the Company.

ANNEX A

2024 DIRECTORS' REPORT

IX. ESTABLISHMENT AND IMPLEMENTATION OF INFORMATION DISCLOSURE SYSTEM AND INSIDER INFORMATION SYSTEM OF THE COMPANY

The Company has formulated the Measures for Management of Information Disclosure (《信息披露事務管理制度》) and the Accountability System for Material Mistakes in Information Disclosure in Annual Report (《年報信息披露重大差錯責任追究制度》), clearly stipulating the accountability of various departments for information disclosure, the basic principles for information disclosure, the contents for information disclosure, the procedures for information disclosure, the accountability for mistakes in information disclosure and improving the quality of information disclosure of the Company. During the Reporting Period, the Company discharged its obligation on information disclosure in strict accordance with the requirements of the systems. The Board of Directors of the Company confirmed the effective implementation of the Measures for Management of Information Disclosure, ensuring the timeliness and fairness of the Company's relevant information disclosure, as well as the truthfulness, accuracy and completeness of such information disclosure.

The Company has formulated the Administrative Measures for Insiders of Inside Information (《內幕信息知情人管理辦法》) and the Administrative Measures for Users of External Information (《外部信息使用人管理辦法》) to regulate the management of inside information and the approval procedures for external reporting of information to further strengthen the confidentiality of inside information. During the Reporting Period, the Company conducted the management of inside information and the registration of insiders of inside information in strict accordance with the requirements of the systems, and was able to truthfully and completely record the list of insiders of inside information during all stages such as the preparation, transmission, examination and disclosure of inside information before their disclosure, and keep relevant records for the contents and time of inside information which are known by insiders.

During the Reporting Period, the Supervisory Committee and independent directors organized daily and special supervision and inspections on the implementation of the Company's the Measures for Management of Information Disclosure. According to the inspection results, the Measures for Management of Information Disclosure of the Company has been established and implemented effectively.

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2024 DIRECTORS' REPORT

X. INVESTOR RELATIONS

(I) Amendments to the Company’s internal rules during the Reporting Period

In accordance with Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Guidelines for the Articles of Association of Listed Companies (《上市公司章程指引》), the Listed Companies Regulatory Guidance No. 3 – Cash Dividends Distribution of Listed Companies (《上市公司監管指引第3號-上市公司現金分紅》), the Rules for the Shareholders’ Meetings of Listed Companies (《上市公司股東大會規則》) and the SZSE Listing Rules, the Self-regulatory Guideline No. 1 for Companies Listed on the Shenzhen Stock Exchange – the Standardized Operation of Companies Listed on the 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》), and other laws and regulations as well as the Hong Kong Listing Rules and other relevant provisions, and in consideration of its actual situation, the Company has revised the Articles of Association, the Rules of Procedure for the Strategic Committee of the Board of Directors, the Rules of Procedure for the Nomination Committee of the Board of Directors, the Rules of Procedure for the Remuneration and Appraisal Committee of the Board of Directors, the Rules of Procedure for the Audit Committee of the Board of Directors, the Rules of Procedure for the Risk Management Committee of the Board of Directors and the Connected Transaction Management System (《關聯交易管理制度》), and has formulated the Working System of Independent Directors (《獨立董事工作制度》).
In accordance with the Administrative Measures on the Selection and Recruitment of Accounting Firms by State-owned Enterprises and Listed Companies (《國有企業、上市公司選聘會計師事務所管理辦法》) jointly issued by the Ministry of Finance, the State-owned Assets Supervision and Administration Commission of the State Council and the CSRC, and in combination with the provisions of the Articles of Association and the actual situation of the Company, the Company has formulated the Administrative Measures on the Selection and Recruitment of Accounting Firms by GF Securities (《廣發證券選聘會計師事務所管理辦法》).
In order to implement external regulatory requirements and in combination with the Company’s internal management practice experience, the Company has formulated the Internal Accountability System of GF Securities (《廣發證券內部問責制度》) and revised the Measures for the Administration of Compliance Accountability of GF Securities (《廣發證券合規問責辦法》).

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2024 DIRECTORS' REPORT

(II) Investor relation activities during the Reporting Period

The Company attaches great importance to and takes the initiative to do a good job in investor relations, and focuses on the establishment of a multi-channel communication mechanism to ensure smooth and effective communication between the Company and its shareholders or investors. The Company has formulated the Measures for Management of Information Disclosure (《信息披露事務管理制度》) and the Measures for Management of Investor Relations (《投資者關係管理制度》), which set out the Company's communication policy with shareholders and others. The Company strengthens communication with shareholders and public investors through various channels including the Shenzhen Stock Exchange Interactive Easy Platform, the website of the Hong Kong Stock Exchange, the website of the Company, hotlines for investors and emails, and by adopting various forms including general meetings, results briefings, results presentations, investor activity months, analyst meetings and on-site surveys, so as to ensure that shareholders and public investors are provided with ready, equal and timely access to data from the Shenzhen Stock Exchange and the Hong Kong Stock Exchange, and listen to and respond to their opinions and suggestions in an all-round way.

In 2024, after its annual and interim results presentations were issued, the Company facilitated its communication with investors and analysts by way of telephone or online method. During the year, the Company held one annual results briefing, one annual results presentation and one interim results briefing. The Chairman and the General Manager of the Company attended the above meetings. In 2024, the Company's management team and investor relation team held 18 meetings in various forms with domestic and overseas institutional investors and analysts, met about 200 institutional investors; actively replied to more than 70 questions from investors through the Shenzhen Stock Exchange Interactive Easy Platform; and opened two investor hotlines to maintain smooth and effective communication with investors. The Company reviewed the shareholder communication policy annually based on the comments and feedbacks on investors relations from the investors and the capital market, and believed that it is still effective.

The Company will continuously make investors understand the Company's development in a convenient, fast, prompt and all-round way through the website for the Company's investors relations, investor hotlines and mailbox and other channels. The Company will actively communicate with investors through results briefings, results presentations and other means to further enrich investor relation activities and provide better services to investors and analysts.

XI. PERFORMANCE OF SOCIAL RESPONSIBILITIES

During the Reporting Period, the Group thoroughly implemented the major strategic decisions regarding carbon peaking and carbon neutrality, actively responded to climate change, and practiced the new development concept of "innovation, coordination, greenness, openness and sharing" to support the construction of ecological civilization and green and low-carbon industries. The Group focused on doing a good job in the "five major areas" of

ANNEX A

2024 DIRECTORS' REPORT

finance, actively exerted the function of the capital market, improved the quality and efficiency of serving the real economy, and promoted the gathering of factor resources in the fields of scientific and technological innovation, advanced manufacturing, green and low-carbon, and inclusive people's livelihood. The Group anchored the goal of building a financial superpower, adhered to the practice of responsible investment and green finance, comprehensively enhanced its business competitiveness and comprehensive service capabilities, and achieved the common growth of the Company and its customers. The Group valued the health and safety of employees, established and improved the protection system for employees' rights and interests and a long-term mechanism for talent development to facilitate employee development. The Group adhered to the functional positioning of finance for the country and finance for the people, consciously implemented the political and people-oriented nature and the professionalism of its financial work, and proactively integrated into and served the overall national strategy. The Group focused on rural revitalization, education promoting, financial empowerment and medical assistance, and actively responded to the concerns of stakeholders, achieving the mutual coordination between the Company's economic and social benefits, as well as its own development and social development to ensure the Company's stability and long-term development. The Group attached great importance to investor protection and shareholder return, strengthened its comprehensive risk management, sticked to the bottom line of compliance operation, and continuously improved the level of ESG governance. The Company has complied with the mandatory disclosure requirements and the "comply or explain" provisions as set out in the Environmental, Social and Governance Reporting Code during the year.

During the Reporting Period, the Group's social welfare expenses amounted to a total of RMB22.6760 million (including the donation to the GF Charity Foundation by the Company and the social welfare expenses of wholly-owned and holding subsidiaries). The GF Charity Foundation established by the Group had been actively participating in rural revitalization, education promoting and other activities, and incurred social welfare expenses of RMB22.7821 million during the Reporting Period.

Focusing on rural revitalization, education promoting, financial empowerment and medical assistance, the GF Charity Foundation has undertaken the Small-scale Start-up Support for University Students of GF Securities, GF Securities' Talent Empowerment Program to Support Rural Revitalization and High-quality Development of Social Organizations, GF Securities Rural Children's Reading Improvement Program • STARS, the "Moss Blossom" Love Empowerment and Growth Plan, the Medical and Humanities Mingzhu Forum and the "GF Jucai" Yat-sen Postdoctoral Science Fund and other public welfare programs, and continued to operate special public welfare funds such as Xinjiang Cotton Public Welfare Fund and Teaching and Research Fund.

Please refer to the 2024 Corporate Sustainability and Environmental, Social and Governance (ESG) Report of GF Securities Co., Ltd. concurrently disclosed with the 2024 annual report of the Company on the website of CNINFO (www.cninfo.com.cn) and the HKEXnews website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) for details.

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2024 DIRECTORS' REPORT

XII. EFFORTS TO CONSOLIDATE AND EXPAND THE ACHIEVEMENTS OF POVERTY ALLEVIATION TO PUSH FORWARD RURAL REVITALIZATION

During the Reporting Period, the Company actively carried out paired assistance under the policy of “One Company, One County”. In addition to providing assistance to the former national-level poverty-stricken counties such as Antu and Longjing in Jilin and Nankang in Jiangxi, the Company also paired up with Maigaiti County in Xinjiang and Xinghe County in Inner Mongolia; carried out work in the areas of industry, consumption and public welfare; supported the grain and rice processing industry in Antu County and the shared high-altitude farm project in Nankang District to help the industry improve quality and efficiency; carried out consumer assistance to purchase Longjing rice, Antu corns, Nankang navel oranges, etc., to help expand sales channels for local agricultural products; donated a football field for a special school in Nankang District, established a scholarship project in Xinghe County, donated office computers to Yingyeer Village in Maigaiti County, and expressed concern and support to the low-income and needy people in Antu County.

During the Reporting Period, the Company earnestly performed the tasks of rural revitalization in Guangdong Province, such as the vertical assistance of the “Hundreds of Counties, Thousands of Towns and Ten Thousands Villages Project” and the town-based assistance, and continuously deepened and expanded the effectiveness of assistance. The Company participated in the June 30th Rural Revitalization Activity in Guangdong Province by donating RMB5 million to support rural revitalization and development in Guangdong Province. The Company actively undertook the task of providing vertical assistance to Guangning County, Zhaoqing City under the “Hundreds of Counties, Thousands of Towns and Ten Thousands Villages Project”, leveraged its financial expertise and organized investment banks, industrial research institutes and other business departments to conduct multiple rounds of research on key industrial projects in Guangning County, and formulated assistance measures and promoted work around industrial development research, state-owned enterprise platform integration and key enterprise guidance; assisted Guangning County in the development and sales of carbon inclusive benefits, completed the bidding for the first batch of 145,800 tons of emission reductions, driving 107 villages achieve a village-level collective economic income of RMB5.3 million; provided consumption assistance to Guangning for sweet potatoes, tea and other local agricultural products, and promoted Guangning’s characteristic brands in the light show on the facade of the Company’s headquarters building, and related reports were broadcast on CCTV-2, Nanfang Plus (南方+) and other publicity platforms; and raised a donation of RMB300,000 to support flood control, disaster relief and post-disaster reconstruction work in Guangning County. The Company completed the first phase of town-based assistance in Zhen’an Town, Yun’an District, and the second phase of town-based assistance was rotated to Zhouzai Town, Guangning County, and the town-based work focused on the “five improvements” and “nine key tasks”, and continue to invest resources in education support, public services and greening villages; supported the renovation and remediation of typical villages such as Huangsan Village, launched the “Regain Sight” campaign to help cataract patients and donated to the construction of STARS libraries in Zhen’an Town Central Primary School and Zhouzai Town Central Primary School, etc. and continuously improved the people’s sense of fulfillment and happiness.

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2024 DIRECTORS' REPORT

During the Reporting Period, in recognition of its social responsibility and contributions in the field of rural revitalization, the Company won awards such as Silver Cup in the Guangdong Poverty Alleviation Red Cotton Cup, the Recommended Case of Zhen'an Town Becoming a Typical Town of the Hundreds of Counties, Thousands of Towns and Ten Thousand Villages Project and Ganzhou Charitable Donation Entity, and the "United Nations Sustainable Development Demonstration Village" project was selected as the Best Poverty Alleviation Case in the Fifth Global Poverty Reduction Case Collection Activity, and its rural revitalization practice was selected as the Recommended Case for Guangdong Financial Institutions to Empower the "Hundreds of Counties, Thousands of Towns and Ten Thousands Villages Project" in 2024 by the Xinhua News Agency and was awarded the Best Classic Case of Rural Revitalization in 2024 at the Jinding Award by the National Business Daily.

Please kindly consider the above resolution.

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ANNEX B

2024 SUPERVISORY COMMITTEE'S REPORT

Dear Shareholders,

In 2024, the Supervisory Committee of the Company, with support and co-ordination from the Board and the operating management, conducted various types of supervision and inspection work in great depth and performed supervisory duties practically by focusing on the key tasks of the Company in accordance with the provisions and requirements of laws and regulations, including the Company Law, the Securities Law, the Rules on Governance of Securities Companies, the Rules on Governance of Listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the regulatory documents of supervision and administrative authorities, the Articles of Association and the Rules of Procedure for the Supervisory Committee, to promote compliance in operation and healthy development of the Company, and protect the legitimate rights and interests of the Company, customers, shareholders and employees. The work report of the Supervisory Committee for 2024 is set out below:

I. MAJOR TASKS OF THE SUPERVISORY COMMITTEE DURING THE REPORTING PERIOD

(I) Convening Supervisory Committee meetings in compliance with laws and regulations to consider important matters of the Company

During the Reporting Period, the Supervisory Committee of the Company convened six meetings in total, including four on-site meetings and two teleconference meetings. A total of 27 resolutions were considered/received, covering regular reports, compliance reports, risk management reports, audit reports, internal control evaluation report, social responsibility report, evaluation report on the effectiveness of compliance management, anti-money laundering report, the exit audit reports for senior management members and the resolution on performance appraisal of the Supervisors. The Supervisory Committee performed its supervision role in compliance with laws and regulations, conducted sufficient discussions and enquiries in understanding the above matters, and passed resolutions on matters required to be determined.

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2024 SUPERVISORY COMMITTEE'S REPORT

Specific Details of the Meetings convened by the Supervisory Committee in 2024

Session of meeting	Convening date	Status of resolutions
The Nineteenth Meeting of the Tenth Session of the Supervisory Committee	March 28, 2024	The Supervisory Committee considered and approved the following resolutions:
1. the Resolution on the Inspection Report on the Implementation of the Information Disclosure Management System of GF Securities in 2023;
2. the Resolution on the 2023 Social Responsibility and Environmental, Social and Governance (ESG) Report of GF Securities Co., Ltd.;
3. the Resolution on the Annual Report of GF Securities for the Year of 2023;
4. the Resolution on the 2023 Internal Control Evaluation Report of GF Securities;
5. the Resolution on the GF Securities 2023 Evaluation Report on the Effectiveness of Compliance Management;
6. the Resolution on the Performance Appraisal of Supervisors in 2023;
7. the Resolution on the Special Explanation on Performance Appraisal and Remuneration of Supervisors of GF Securities in 2023;
8. the Resolution on the 2023 Report of the Supervisory Committee of GF Securities;
9. the Resolution on 2023 Performance-Based Remuneration of the Chairman of Supervisory Committee.

The following resolutions were received at the meeting:

the Resolution on the GF Securities Report of Compliance for the Year of 2023;
the Resolution on the Anti-money Laundering Report of GF Securities for the year of 2023;
the Resolution on the GF Securities Report of Risk Management for the Year of 2023;
the Resolution on the GF Securities Special Audit Report on Anti-money Laundering for the Year of 2023;
the Resolution on the GF Securities Annual Audit Report for the Year 2023;
the Resolution on the Specific Audit Report on Major Issues of GF Securities for the Year of 2023;
the Resolution on the Specific Audit Report on Related Party Transactions of GF Securities for the Year of 2023.

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2024 SUPERVISORY COMMITTEE'S REPORT

Session of meeting	Convening date	Status of resolutions
The Twentieth Meeting of the Tenth Session of the Supervisory Committee	April 15, 2024	The Supervisory Committee considered and approved the following resolution:
1. the Resolution on Nomination of Candidates for the Supervisors of the Eleventh Session of the Supervisory Committee.
The Twenty-first Meeting of the Tenth Session of the Supervisory Committee	April 29, 2024	The Supervisory Committee considered and approved the following resolution:
1. the Resolution on the 2024 First Quarterly Report of GF Securities.
The First Meeting of the Eleventh Session of the Supervisory Committee	May 10, 2024	The Supervisory Committee considered and approved the following resolution:
1. the Resolution on Election of the Chairman of Supervisory Committee of the Eleventh Session of the Supervisory Committee of the Company.
The Second Meeting of the Eleventh Session of the Supervisory Committee	August 30, 2024	The Supervisory Committee considered and approved the following resolution:
1. the Resolution on the 2024 Interim Report of GF Securities.
		The following resolutions were received at the meeting:
1. the Resolution on the GF Securities Interim Report of Risk Management for the Year of 2024;
2. the Resolution on the Interim Audit Work Report of GF Securities of 2024;
3. the Resolution on the Interim Specific Audit Work Report on Major Issues of GF Securities of 2024;
4. the Resolution on the Exit Audit Report for Mr. Wu Jifu, Former Deputy General Manager of GF Securities Co., Ltd..

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2024 SUPERVISORY COMMITTEE'S REPORT

Session of meeting

The Third Meeting of the Eleventh Session of the Supervisory Committee

Convening date

October 30, 2024

Status of resolutions

The Supervisory Committee considered and approved the following resolution:

the Resolution on the 2024 Third Quarterly Report of GF Securities.

The following resolution was received at the meeting:

the Resolution on the 2024 Third Quarterly Audit Work Report of GF Securities.
Specific Attendance of Supervisors at Supervisory Committee Meetings in 2024

Name	Position	Required attendance of Supervisory Committee meetings during the Reporting Period	Attendance in person at Supervisory Committee meetings	Attendance at Supervisory Committee meetings by proxy	Times of absence from Supervisory Committee meetings
Zhou Xitai	Employee representative
Supervisor, chairman of the Supervisory Committee	6	6	0	0
Wang Zhenyu	Supervisor	3	3	0	0
Zheng Chunmei	Supervisor	3	3	0	0
Zhou Feimei	Supervisor	3	3	0	0
Yi Xinyu	Employee representative
Supervisor	6	6	0	0
Lai Jianhuang	Supervisor (resigned)	3	3	0	0
Xie Shisong	Supervisor (resigned)	3	3	0	0
Lu Xin	Supervisor (resigned)	3	3	0	0

Note 1: The term of office of Mr. Lai Jianhuang, Mr. Xie Shisong and Ms. Lu Xin expired on May 10, 2024, and the Company held three meetings of the Supervisory Committee during their term in 2024;

Note 2: Mr. Wang Zhenyu, Ms. Zheng Chunmei and Ms. Zhou Feimei have been in office since May 10, 2024, and the Company held three meetings of the Supervisory Committee during their term in 2024.

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2024 SUPERVISORY COMMITTEE'S REPORT

(II) Focusing on major supervisory duties and promoting compliance in operation of the Company

1. Supervising the performance of duties of Directors and senior management and facilitating faithful and diligent performance of duties of the operating management

During the Reporting Period, the Supervisors conducted supervision on the performance of duties of the Directors and the senior management by ways of attending Shareholders' general meetings and sitting in at the Board meetings and participating important operation meetings of the Company, and facilitated faithful and diligent performance of duties of the Directors and senior management of the Company.

During the Reporting Period, the Supervisors attended 2 Shareholders' general meetings, namely the 2023 annual general meeting and the first extraordinary general meeting of 2024; and attended a total of 6 on-site Board meetings, namely the thirty-third, thirty-fourth, thirty-fifth meetings of the tenth session of the Board and the first, third, fourth meetings of the eleventh session of the Board. By attending and sitting in at the meetings above, and supervising the attendance of Directors and senior management, the Supervisory Committee conducted supervision on the compliance of the convening procedure, the way of discussion and content, and the process of resolutions. For Board meetings conducted by teleconference, the Supervisors also reviewed the relevant meeting materials carefully. The Supervisory Committee carried out follow-up inspections on the implementation of the Company's system of the Board of Directors, the Supervisory Committee and the Shareholders' general meeting, and the implementation of the resolutions of the foregoing and put forward supervisory opinions and suggestions to ensure effective execution and implementation of the aforesaid system and the resolutions.

The Chairman of the Supervisory Committee attended important work meetings and year-end work meetings of the Company's operating management, heard debriefings, and provided opinions and recommendations from the perspectives of the Company and the employees.

During the Reporting Period, in accordance with the Measures on Supervision of Directors, Supervisors, Senior Management and Practitioners of Securities and Fund Business and other regulations, the Supervisory Committee organized and carried out an exit audit for a resigned operating management member and completed the submission of the exit audit report in accordance with the regulatory requirements; organized the revision of the Administrative Measures for the Exit Audit for Resigned Management Members of GF Securities and renamed it as the Administrative Measures for the Audit on the Management Members of GF Securities, to further implement regulatory requirements and strengthen supervision on the performance of duties of the operating management.

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2024 SUPERVISORY COMMITTEE'S REPORT

2. Contributing to the improvement in information disclosure management level by performing information disclosure supervision duties

During the Reporting Period, the Supervisory Committee carried out daily and special supervision and inspection and earnestly performed information disclosure supervision duties for the continuous improvement in information disclosure level of the Company.

The Supervisory Committee reviewed the securities issuance documents and regular reports prepared by the Board and put forward written review opinions, and all Supervisors signed written confirmation of opinions to ensure the timely and fair disclosure of information and the truthfulness, accuracy and completeness of the information disclosed by the Company.

The Supervisory Committee organized and carried out daily and special supervision and inspection on the implementation of the Company's information disclosure management system. According to the inspection results, the Company has effectively implemented the information disclosure management system and the registration and management of insiders of inside information mechanism during the Reporting Period.

3. Applying various forms of supervision mechanisms and methods to earnestly perform important supervisory duties in finance, compliance, risk control and other aspects

During the Reporting Period, the Supervisory Committee followed regulatory requirements and took various measures to perform supervisory duties conscientiously on the Company's finance, comprehensive risk management, compliance management, internal control, money laundering risk management, integrity practice, honest practice, investor protection, corporate culture building and other aspects.

Firstly, the Supervisory Committee read and reviewed the Company's regular reports, risk management reports, compliance reports, anti-money laundering reports and audit work reports before meetings, provided review opinions in advance, communicated in a timely manner, conducted full discussion at the meetings, and expressed supervisory opinions after gaining comprehensive understanding of the Company's overall operating conditions, status of compliance management and risk management.

Secondly, the Supervisory Committee carried out various forms of special supervision and topic researches. We participated in organizing the annual assessment of the effectiveness of the Company's compliance management, inspections and self-examinations on anti-money laundering, anti-corruption, integrity building, risk management and other aspects, conducted researches on topics such as operational practices of the board of directors, supervisory committee and shareholders' general meeting of securities firms, supervision and punishment of securities firms and practitioners and other aspects, and provided opinions and suggestions on governance standards, risk prevention and internal control optimization, so as to grasp the new trends of the board of directors, supervisory committee and shareholders' general meeting of first-class investment banks in terms of governance and learn from the excellent practices of peers.

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2024 SUPERVISORY COMMITTEE'S REPORT

Thirdly, the Supervisory Committee continued to implement daily supervision and coordinated supervision. We collected internal and external supervision information on a regular basis, summarized and analyzed regulatory requirements, industry and peer development trends, focused on tracking important issues and implementation of the rectification of existing problems in various key aspects such as changes in the Company's financial indicators, comprehensive risk management, compliance management, money laundering risk management, integrity practice management, honest practice management, internal control and corporate culture building, and expressed concerns and provided opinions and recommendations thereon. We organized the compilation and distribution of the Internal Supervision Information Sharing Bulletin to promote the sharing of internal supervision information and sharing of results of the Company and effectively improve the overall effectiveness of supervision work.

(III) Strengthening its own establishment and improving the performance capabilities

During the Reporting Period, the Supervisory Committee successfully completed the election for a new session to ensure that the composition and operation of the Supervisory Committee complied with regulatory requirements. The Supervisors' duty performance guidelines and common laws and regulations have been updated in a timely manner and compiled into a handbook to provide the latest guidance and reference for the Supervisors to perform their duties, so as to ensure the smooth succession of various works of the Supervisory Committee.

During the Reporting Period, the Supervisory Committee strengthened its training and study. We organized and participated in special trainings on the responsibilities of directors, supervisors and senior management of the new Company Law, insider trading prevention, corporate culture building, integrity practice and anti-money laundering. Newsletter of Directors and Supervisors has been compiled and distributed monthly, so as to timely disseminate the latest developments of supervision, market and the Company. Special study issues were compiled and distributed from time to time, and study data was compiled focusing on the release of the latest policy documents and laws and regulations to systematically study and comprehend and follow up in a timely manner.

During the Reporting Period, to regulate the supervision on duty performance of Supervisors of the Company by the Supervisory Committee and urge the Supervisors to perform duties faithfully and diligently, we carried out evaluation on duty performance of Supervisors. We formulated the Annual Duty Performance Supervision and Assessment Implementation Plan of the Supervisory Committee for Supervisors (《監事會對監事年度履職監督評價實施方案》). According to the Implementation Plan, self-evaluation and mutual evaluation of Supervisors, the performance report of employee representative Supervisors at the employee representative meeting and acceptance of democratic assessment and the consideration and appraisal by the Supervisory Committee were organized and carried out, and the appraisal results were submitted to the general meeting for hearing. During the Reporting Period, the duty performance appraisal results for each of the Supervisors are considered satisfactory.

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2024 SUPERVISORY COMMITTEE'S REPORT

(IV) Giving full play to the role of employee representative Supervisors, and actively fulfilling their duties and responsibilities

Employee representative Supervisors also serve as leaders of the trade union of the Company. During the Reporting Period, the Supervisory Committee effectively facilitated the communication between the Company and its employees through employee representative Supervisors, who played an important role in the protection of employees' rights and interests, business empowerment and cohesion.

During the year, we collected a wide range of employees' opinions and suggestions through various means such as grassroots visits, participation in trade union meetings and distribution of research questionnaires, and guided employees to actively carry out various tasks in relation to important decisions and arrangements of the Company. The chairman of the Supervisory Committee expressed opinions on major matters concerning the vital interests of employees by attending the general manager's office meeting as a non-voting delegate, and bring the issues concerned by employees in the feedback to the attention of the operating team of the Company to facilitate effective communication and actual resolution of general and important issues to protect the lawful interests of employees as well as to enhance the cohesion and sense of belonging of the workforce.

II. OPINIONS EXPRESSED BY THE SUPERVISORY COMMITTEE ON RELEVANT MATTERS OF THE COMPANY IN 2024

During the Reporting Period, the Supervisory Committee of the Company conducted supervision work in compliance with laws and regulations, and based on conscientious supervision and inspection, the following opinions were expressed:

(I) During the Reporting Period, as an A+H dual-listed company, the Company complied with the relevant laws and regulations, including the Company Law, the Securities Law and the Rules for Governance of Securities Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the requirements of systems such as the Articles of Association, the decision-making process of the Company was lawful and effective, and the Company did not impair the legitimate rights and interests of Shareholders, the Company, employees, creditors and other stakeholders.

(II) The Supervisory Committee conscientiously audited the accounting statements and financial information of the Company. Ernst & Young Hua Ming LLP and Ernst & Young audited the 2024 financial statements of the Company prepared according to the PRC GAAP and the International Accounting Standards and issued standard and unqualified audit reports thereon. The Supervisory Committee believed that the financial report of the Company had truly, accurately and completely reflected the financial position and operating results of the Company.

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2024 SUPERVISORY COMMITTEE'S REPORT

(III) During the Reporting Period, the Company convened 2 general meetings with a total of 17 resolutions passed. The Supervisory Committee of the Company had supervised the implementation of the resolutions passed by the general meetings. In the opinion of the Supervisory Committee, the Board and the operating management of the Company earnestly implemented the relevant resolutions passed by the general meetings.

(IV) The Supervisory Committee reviewed the Internal Control and Evaluation Report of GF Securities for the Year of 2024. The Supervisory Committee did not have any objection to the content of the report.

(V) The Company had established and effectively implemented its information disclosure management system.

(VI) The Supervisory Committee did not discover any insider dealings in the Company or any harm to the interest of certain Shareholders or loss of assets in the Company.

(VII) Related party transactions of the Company were fair and reasonable. None of the related parties had appropriated funds of the Company (except in the course of operating business), nor was any harm caused to the interest of the Company.

III. RECOMMENDATIONS OF THE SUPERVISORY COMMITTEE TO THE BOARD AND OPERATING MANAGEMENT OF THE COMPANY

Based on the responsible attitude towards the Shareholders, the Company, its customers and employees, the Supervisory Committee made the following recommendations to the Board and operating management on the work plan for 2025:

(I) Enhancing comprehensive service capabilities and serving high-quality development

In 2025, the new "Nine Guidelines" and "1+N" policy system for capital market will continue to be implemented, ushering in a new prospect for high-quality development. The Company shall strengthen the implementation of its functional positioning, adhere to the purpose of serving the real economy, and strive to do a good job in the "Five Major Articles" of finance industry. The Company will persist in promoting transformation and reform, upholding integrity and innovation, continuously improving the service of new quality productivity and comprehensive wealth management capabilities, and enhancing core competitiveness, so as to achieve high-quality development in the course of serving the national strategy.

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2024 SUPERVISORY COMMITTEE'S REPORT

(II) Continuing to strengthen compliance and risk control to ensure stable operation of the Company

In 2025, financial regulations will prioritize stability, with preventing risks, strengthening supervision and promoting development as the principal focus, strengthen the foundation, and implement strict supervision and strict management, so as to further consolidate the responsibility of securities firms as the “gatekeeper” in the capital market. The Company shall firmly establish the concept of “compliance creates value” and “know the bottom line, obey the rules, and respect the rules”, continuously strengthen compliance and risk control management, implement the requirements of comprehensive risk management and compliance management of all employees, and build a solid bottom line of safety to ensure the Company’s stable and long-term development.

IV. MAJOR WORK ARRANGEMENTS OF THE SUPERVISORY COMMITTEE FOR 2025

In 2025, the Supervisory Committee will conscientiously study, understand and implement relevant laws and regulations as well as corporate governance requirements, actively adapt to the reform of system and mechanism, closely focus on the Company’s business objectives and work deployment, perform duties faithfully and diligently in accordance with laws and regulations, and give full play to its supervisory role to promote sustainable, stable and high quality development of the Company, and protect the interests of various parties, including the Shareholders, the Company, the customers and the employees.

(I) Ensuring that the constitution and operation of the Supervisory Committee meet the requirements of laws and regulations and the Articles of Association.

(II) Convening the meetings of the Supervisory Committee strictly in accordance with regulations, deliberating on important matters of the Company, and supervising the governance and compliance in the operation of corporate entities.

(III) Applying various forms and methods of supervision mechanisms, practically performing various important supervision responsibilities, and carrying out supervision on such aspects as duty performance by financial officers, Directors and senior management officers of the Company, information disclosure, compliance and risk control, integrity practice, investor protection and corporate culture building.

(IV) Actively supporting the employee representative Supervisors to perform their duties according to laws and carrying out democratic management effectively to practically protect the legitimate rights and interests of employees.

Please kindly consider the above resolution.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Leung Shek Ling Olivia

In 2024, as an Independent Director of GF Securities Co., Ltd., in accordance with the Company Law of the People's Republic of China, the Measures for the Administration of Independent Directors of Listed Companies and other laws and regulations, and The Articles of Association of GF Securities Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Working System of the Independent Directors of GF Securities, I performed my duties independently and impartially, conscientiously and diligently, provided professional and objective advice on the operation and development of the Company to enhance the decision-making level of the Board of Directors and facilitated the decisions of the Board of Directors be in line with the overall interests of the Company and protect the legitimate rights and interests of investors. My duty performance report for the year 2024 is set out as follows:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I have professional qualifications and relevant experience in accounting, finance and other fields, and comply with the independence requirements of Independent Directors as required in relevant laws, regulations, regulatory requirements, self-discipline rules, the Articles of Association and the Working System of the Independent Directors of GF Securities. My basic information is as follows:

(I) Working Experience, Professional Background and Part-Time Job Status

Ms. Leung Shek Ling Olivia has served as an Independent Non-executive Director of the Company since June 2020. Ms. Leung Shek Ling Olivia is currently the chief lecturer and associate dean of the Faculty of Business and Economics of The University of Hong Kong. Ms. Leung Shek Ling Olivia served as an associate professor of accounting at The City University of Hong Kong, program director of the International Business and Global Management Program and assistant dean of the Faculty of Business and Economics of The University of Hong Kong. Ms. Leung Shek Ling Olivia is also an independent director of Yoho Group Holdings Limited. Ms. Leung Shek Ling Olivia obtained a bachelor's degree from the University of British Columbia in Canada and a doctorate degree from The Chinese University of Hong Kong.

(II) Independence

In 2024, I did not hold any other position in the Company except as a director, and I have no direct or indirect interest relationship with the Company, its substantial shareholder, de facto controller or other relationship that might affect my independent and objective judgment, and there were no circumstances under which my independence would be affected.

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2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

After self-examination, in 2024, I have been in compliance with the independence requirements for Independent Directors continuously as stipulated in, among others, the Measures for the Administration of Independent Directors of Listed Companies, the Measures for the Supervision and Administration of Directors, Supervisors, Senior Management and Practitioners of Securities and Fund Operating Institutions, the Guidelines for the Self-regulation of Listed Companies of the Shenzhen Stock Exchange No. 1 – Standard Operation of Companies Listed on the Main Board, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association and the Working System of the Independent Directors of GF Securities.

II. INDEPENDENT DIRECTORS' ANNUAL DUTY PERFORMANCE

(I) Attendance at the Board Meetings and General Meetings

In 2024, the Company convened a total of 8 Board meetings and 2 general meetings. I actively attended such meetings and devoted sufficient time and efforts to perform my duties effectively. I reviewed the meeting materials carefully before the meetings and fully expressed professional and independent opinions on matters submitted to the Board for consideration at the meetings and was not influenced by the substantial shareholders and other interested units or individuals of the Company when making independent judgement. In 2024, I independently and objectively participated in the decision making on material matters and actively exercised voting rights in a prudent manner, without raising objections against any proposal or casting dissenting vote or abstention vote at the Board meetings.

Details of my attendance at the meetings in 2024 are set out as follows:

Name of Independent Director	Required attendance at Board meetings during the Reporting Period	On-site attendance at Board meetings	Attendance at Board meetings by telecommunication	Attendance at Board meetings by proxy	Times of absence from Board meetings	Attendance at general meetings of Shareholders
Leung Shek
Ling Olivia	8	0	8	0	0	2/2

(II) Attendance at the Meetings of Special Committees Under the Board and Special Meetings of Independent Directors

In 2024, I was a member of each of the Remuneration and Appraisal Committee, Audit Committee, and Risk Management Committee of the Tenth Session of the Board of the Company; and a member of the Remuneration and Appraisal Committee, and Audit Committee of the Eleventh Session of the Board.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

In 2024, according to the rules of procedure for special committees of the Board of the Company, the Remuneration and Appraisal Committee of the Tenth Session of the Board held 1 meeting, the Audit Committee of the Tenth Session of the Board held 2 meetings and the Risk Management Committee of the Tenth Session of the Board held 1 meeting; the Remuneration and Appraisal Committee of the Eleventh Session of the Board held 1 meeting and the Audit Committee of the Eleventh Session of the Board held 3 meetings. I attended all the above meetings of the special committees, fulfilled the duties and obligations of committee members practicably and provided professional opinions and advice for the scientific decision-making of the Board.

In 2024, according to the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Guidelines for the Performance of Duties by Independent Directors of Listed Companies (《上市公司獨立董事履職指引》) and 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》) and other relevant regulations, the Company held 1 special meeting of Independent Directors of the Tenth Session of the Board. I attended the above special meeting, effectively fulfilled the duties and obligations of supervision and governance of the Independent Directors, effectively protected the legitimate rights and interests of all shareholders, especially the minority shareholders, and promoted the standardized operation of the Company.

(III) Exercise of Powers by Independent Directors

In 2024, I conscientiously performed my duties as an independent director, exercised my powers as an Independent Director in accordance with the law, expressed my independent opinions on the Company's Internal Control and Evaluation Report, Profit Distribution Plan, Distribution of Performance-based Remuneration for the Management, and Candidates for Non-Independent Directors and Candidates for Independent Directors of the Eleventh Session of the Board, and expressed special description and independent opinions on the use of the Company's funds by the controlling Shareholders, de facto controllers or other related parties and guarantees provided by the Company. I expressed my pre-approval opinions and independent opinions on the Company's re-appointment of the accounting firm and the expected daily related party/connected transactions. I also expressed my professional opinions at the meetings of the Board and its special committees, and the special meetings of Independent Directors, and gave full play to the role of Independent Directors to safeguard the overall interests of the Company and protected the legitimate rights and interests of investors.

In 2024, there were no situations under which I, as an Independent Director, was required to engage an intermediary agency to conduct audit, consultation or verification of specific matters of the listed Company, propose to the Board to convene an extraordinary general meeting, propose to convene a Board meeting or publicly solicit Shareholder's rights from Shareholders in accordance with the law.

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ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(IV) Communication with Internal Auditors and Accounting Firms

I maintained close communication with the internal audit department and external auditors of the Company. In 2024, I heard the quarterly internal audit work reports of the Company to gain an in-depth understanding of the establishment and implementation of the Company’s internal control system. As a member of the Audit Committee and an Independent Director, I actively participated in the communication with the certified public accountants before and after the annual audit, listened to the reports of the annual audit institution on the audit team, audit scope, audit plan, audit focus, audit procedures, accounting policies, significant accounting and audit matters, and audit results, etc. as well as raised concerns or comment on the matter.

On March 21, 2025, I heard the reports of Ernst & Young on the annual audit of the Company for 2024 and its preliminary audit opinions. After full communication with Ernst & Young, I considered that Ernst & Young had implemented appropriate audit procedures during the annual audit in accordance with the requirements of the Auditing Standards for CPAs of China and the International Standards on Auditing.

(V) Protection of the Legitimate Rights and Interests of Investors

In 2024, in strict adherence to relevant laws and regulations as well as the relevant provisions of the Articles of Association of the Company and the Working System of the Independent Directors of GF Securities, I attended the relevant meetings of the Board and its special committees in person, carefully reviewed the meeting materials before the meetings, made independent, objective and impartial judgments using my professional knowledge and fully and clearly expressed my opinions at the meetings to perform my duties in an independent manner free from the influence of the Company, its major Shareholders and other interested units or individuals of the Company, and effectively safeguarded the legitimate rights and interests of all investors.

(VI) On-Site Work

I devoted sufficient time and effort to the daily performance of my duties and worked on-site for not less than 15 days in 2024. In 2024, through attending the Company’s Shareholders’ meeting and participating in the Board and its special committees, I was fully informed of the Company’s major issues, operational development, financial management and internal control. At the same time, by studying the newsletters of the Company’s Directors and Supervisors, the special documents on anti-money laundering, integrity and investor

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2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

relationship management, the latest policies and regulations and information on the operation of the Company, and through various means, such as convening special meeting with the Chairman of the Board and communicating with intermediary institutions such as annual auditing accounting firm, I was able to perform my duties and keep abreast of the latest regulatory policies and developments in the securities industry, the development of the Company's operations and the progress of major issues in a timely manner; and I suggested the Company to pay attention to AI's empowerment of products, services, finance, etc. Thus, I actively and effectively fulfilled my duties as an Independent Director.

(VII) The Company's Cooperation with the Independent Directors

In 2024, the Company provided the necessary working conditions and personnel support for me to perform my duties, and ensured that I enjoyed the same right to information as other Directors, had smooth information flow with other Directors, senior management and other relevant personnel, and was able to obtain sufficient resources and necessary professional advice in the performance of my duties. The Company has issued to me, in a timely manner, notices and documents for meetings of the Board of Directors and its special committees, newsletters of the Directors and Supervisors and information on the operation of the Company, as well as replied my queries in a timely manner, organized us to participate in the relevant trainings, and there were no instances of restriction or impediment to the normal performance of my duties.

III. AREAS FOCUSED BY THE INDEPENDENT DIRECTORS DURING THEIR PERFORMANCE OF DUTIES DURING THE YEAR

(I) Related Party/Connected Transactions that Need to be Disclosed

The Audit Committee of the Board of the Company, special meeting of Independent Directors of the Tenth Session of the Board and the Board of Directors considered and approved the resolution on the expected daily related party/connected transactions of the Company for the year 2024 in March 2024, and the same was considered and approved at the general meeting in May 2024. As an Independent Director and a member of the Audit Committee, I considered the resolution and issued their pre-approval opinions and independent opinions.

My pre-approval opinion was: the expected daily related/connected transactions in 2024 of the Company were normal trading based on business development and operating needs, were not detrimental to the interests of the Company and its Shareholders, especially the interests of its minority Shareholders, and would not adversely affect the financial position, operating results and the independence of the Company in the future. It was agreed that the resolution shall be submitted to the Board of the Company for consideration.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

My independent opinions were: 1. The relevant daily related party/connected transactions were intended to be executed at a fair price and would not damage the interests of the Company and its Shareholders, especially the interests of its minority Shareholders; 2. carrying out the relevant daily related party/connected transactions was in line with the actual business needs of the Company, and was beneficial for promoting the business growth and long-term development of the Company; 3. the relevant daily related party/connected transactions shall be disclosed in the annual report and the interim report of the Company in accordance with the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and 4. It was agreed to implement the daily related/connected transactions mentioned in this resolution. It was agreed that if the above related/connected transactions constitute connected transactions under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Company shall comply with the requirements of Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in fulfilling the information disclosure obligations and the relevant approval procedures; and that this resolution be submitted to the general meeting of the Company for consideration.

The Announcement of Expected Daily Related Party/Connected Transactions of the Company in 2024 was disclosed by the Company on March 29, 2024.

(II) Disclosure of Financial Information in Financial Reports and Regular Reports

In 2024, before the Board considers and discloses the financial information in the financial reports and regular reports, the Audit Committee of the Board and the Independent Directors carefully reviewed the contents of the financial reports and regular reports. As an Independent Director and a member of the Audit Committee, I fully expressed my opinions on the key issues in the regular reports and financial reports, so as to ensure that the contents of the regular reports and financial reports were true, accurate and complete, and did not contain any false records, misleading statements or major omissions.

The Company disclosed the 2023 Annual Report, the 2024 First Quarterly Report, the 2024 Interim Report, and the 2024 Third Quarterly Report on March 29, April 30, August 31, and October 31, 2024, respectively.

(III) Disclosure of the Internal Control and Evaluation Report

In March 2024, the Audit Committee and the Risk Management Committee of the Board of the Company, and the Board of Directors considered and approved the Internal Control and Evaluation Report for the Year 2023. As an Independent Director, a member of the Audit Committee and a member of the Risk Management Committee, I considered the report and expressed my independent opinion that the Company had further established and refined its internal control systems covering the Company's various business and management areas for the year 2023, and that no significant deficiencies in the design or implementation of internal control had been identified as at December 31, 2023; the Internal Control and Evaluation

C-6 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Report comprehensively, truly and accurately reflected the actual situation of the Company's internal control and contained no false records, misleading statements or material omissions; they concurred with the Internal Control and Evaluation Report of GF Securities for the Year of 2023.

The Internal Control and Evaluation Report for the Year of 2023 was disclosed by the Company on March 29, 2024.

(IV) Engagement of Auditors

The Audit Committee of the Board of the Company and the Board of Directors considered and approved the resolution regarding engagement of auditors in 2024 in March 2024, and the same was considered and approved at the general meeting in May 2024, agreeing to re-appoint Ernst & Young Hua Ming LLP as the PRC domestic auditor of the Company in 2024, and Ernst & Young as the overseas auditor of the Company in 2024. The operating management of the Company was authorized at the general meeting to negotiate and determine the 2024 audit fee with the firms in accordance with market principle. As an Independent Director and a member of the Audit Committee, I considered the resolution and expressed my pre-approval opinions and independent opinions.

My pre-approval opinion was: Ernst & Young Hua Ming LLP and Ernst & Young diligently performed their duties and obligations as external auditors in the annual audit of the Company for the year of 2023. It was agreed to submit this resolution to the Board of Directors of the Company for consideration.

My independent opinion was: Ernst & Young Hua Ming LLP and Ernst & Young had the qualifications, professional competency and investor protection capabilities for the audit work of domestic and overseas listed companies, their independence and integrity are in compliance with relevant regulatory requirements. They were able to diligently perform their duties and obligations as auditors in compliance with independent, objective and fair practice standards in the course of acting as the auditor of the Company and conducting various special audits and auditing of financial statements, which were conducive to protecting the Company and the interests of Shareholders, especially the interests of minority Shareholders. The review procedures for the engagement of auditors for 2024 were in compliance with the requirements of the relevant laws and regulations. It was agreed to re-appoint Ernst & Young Hua Ming LLP as the Company's domestic auditor for the year of 2024 and to re-appoint Ernst & Young as the Company's overseas auditor for the year of 2024. It was agreed to submit the resolution to the general meeting of the Company for consideration.

The Company disclosed the Announcement on the Proposed Re-appointment of Accounting Firms on March 29, 2024.

C-7 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(V) Appointment of the Person in Charge of the Financial Affairs of the Listed Company

The Audit Committee of the Board of the Company considered and approved the Resolution on the Appointment of the Chief Financial Officer of the Company in May 2024. The Board of Directors considered and approved the Resolution on the Appointment of Other Senior Management of the Company in May 2024, pursuant to which the appointment of Ms. Sun Xiaoyan as the chief financial officer of the Company was approved. As an Independent Director and a member of the Audit Committee, I carefully considered the resolution and gave an opinion that the candidate of the chief financial officer of the Company met relevant eligibility requirements.

(VI) Nomination or Appointment or Removal of Directors

The Board of Directors of the Company considered and approved the Resolution on the Nomination of Candidates for the Non-Independent Directors of the Eleventh Session of the Board of Directors of the Company and the Resolution on the Nomination of Candidates for the Independent Directors of the Eleventh Session of the Board of Directors of the Company in April 2024. As an Independent Director, I have carefully considered the aforesaid resolution and believe that the candidates for non-Independent Director and Independent Director of the Company meet the relevant qualification requirements.

(VII) Appointment or Dismissal of Senior Management Officers

The Board of Directors of the Company considered and approved the Resolution on the Appointment of the General Manager of the Company and the Resolution on the Appointment of Other Senior Management of the Company in May 2024. As an Independent Director, I carefully considered the resolutions and gave an opinion that the senior management officers to be appointed by the Company met relevant eligibility requirements.

(VIII) Profit Distribution

The 2023 profit distribution resolutions/plan was considered and approved by the Board of Directors of the Company in March 2024 and by the general meeting in May 2024. It was agreed that a cash dividend of RMB3.0 (tax inclusive) for every 10 shares will be distributed to all Shareholders based on the number of shares as at the record date for registration of shareholdings of the Company for the purpose of distribution of dividends minus the number of shares held in the special securities account of the Company for repurchase purpose.

As an Independent Director, I reviewed the proposal and expressed my independent opinion that the profit distribution resolutions of the Company for 2023 was in compliance with the relevant provisions of laws, regulations, regulatory documents, the Articles of Association and the Working System of the Independent Directors of GF Securities, and was in line with the actual operating conditions of the Company, and no harm to the Company's Shareholders, especially the minority Shareholders, was caused; consent was given to the profit distribution plan prepared by the Board of Directors.

C-8 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

On May 10 and June 27, 2024, the Company disclosed the Final Dividend for the Year Ended 31 December 2023 (H Shares) and the Announcement on the Implementation of Profit Distribution for A Shares for the Year 2023, respectively.

(IX) Remuneration of Directors and Senior Management Officers

In March 2024, the Remuneration and Appraisal Committee of the Board of the Company and the Board of Directors considered and approved the Resolution on Performance Assessment on Directors for the Year of 2023, the Resolution on the Special Description of Performance Assessment and Remuneration of GF Securities Directors for the Year of 2023 and the Resolution on the Special Description of Duty Performance, Performance Assessment and Remuneration of GF Securities Operating Management for the Year of 2023 and the Resolution on Distribution of Performance-based Remuneration for the Management for the Year of 2023. As an Independent Director and a member of the Remuneration and Appraisal Committee, I considered the resolution and expressed my independent opinion on the Resolution on Distribution of Performance-based Remuneration for the Management for the Year of 2023 and had no objection to the distribution of performance-based remuneration for the management for the year of 2023.

(X) External Guarantees and Use of Funds

In March 2024 and August 2024, as an Independent Director, I conscientiously understood and prudently examined the Company's funds used by and the Company's guarantees given to the controlling Shareholder, de facto controller and other related parties of the Company. In 2024, the Company did not have controlling Shareholder nor de facto controller, and there was no use of the Company's funds by related parties (except for operating business transactions). Save guarantees for subsidiaries given by the Company and guarantees given by the subsidiaries for their subsidiaries, no guarantee was provided to entities outside the scope of consolidated financial statements. I was of the view that the Company had strictly complied with the requirements of relevant laws and regulations, had taken practical measures to prevent the controlling Shareholder, de facto controller and other related parties from using the Company's funds, and had strictly controlled the matters of guarantees. The Company was always prudent in handling and strict in controlling the risks of liabilities arising from guarantees, and the guarantees provided were in compliance with the relevant requirements and statutory approval procedures, and the information disclosure obligations for guarantees were conscientiously fulfilled in accordance with the relevant regulations.

(XI) Implementation of Information Disclosure Management System

In 2024, I strictly abided by the Guidelines on Self-discipline Supervision of Listed Companies on the Shenzhen Stock Exchange No. 5 - Management of Information Disclosure Affairs and other relevant regulations, reviewed the establishment and operation of the Company's information disclosure affairs management system, and examined and supervised the regular reports and interim announcements of the Company.

C-9 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

In 2024, I did not discover any material deficiencies in the implementation of the Company's information disclosure management system. The Company established and amended the relevant systems, such as the Management System of Information Disclosure Affairs and the Management Rules for Insiders of Inside Information during the year, which were effectively implemented, further standardizing the Company's information disclosure work and improving the management level of the Company's information disclosure affairs and the quality of information disclosure, so that the principle of fairness in information disclosure was maintained and the legitimate rights and interests of the general investors were protected.

Except for the above matters, in 2024, the following circumstances did not occur in the Company: (1) the Company and related parties changed or waived the undertakings; (2) the Board of Directors made decisions and took measures against the acquisition of the Company; (3) correction of accounting policies, accounting estimates or significant accounting errors due to reasons other than changes in accounting standards; (4) formulation or change of the share incentive schemes, employee share ownership plans, granting of interests to incentive participants or fulfillment of conditions for exercise of interests; (5) such matters as the arrangement of shareholding plans by the directors and senior management officers in the subsidiaries proposed for a spin-off, etc.

IV. OVERALL EVALUATION AND SUGGESTIONS

In 2024, I strictly complied with the relevant laws and regulations, regulatory provisions, self-regulatory rules and the provisions of the Articles of Association of the Company and the Working System of the Independent Directors of GF Securities, had sufficient time and energy to fulfill my duties as an Independent Director, actively undertook the duties of the Board and its special committees, gave full play to my own expertise in the process of the Company's major decision-making, earnestly considered the various resolutions, and actively offered advice and suggestions to promote scientific and efficient decision-making by the Board and safeguard the overall interests and legitimate rights and interests of all Shareholders, and made due contribution to the improvement of the Company's governance level.

In 2025, I will continue to uphold the principles of independence, objectivity and prudence, faithfully and diligently perform my duties as an Independent Director, give full play to the role of Independent Directors in corporate governance, utilize my professional knowledge and experience to provide more constructive suggestions for the Company's operation and development, and contribute to the enhancement of the Board of Directors' decision-making level to safeguard the overall interests of the Company and the legitimate rights and interests of all Shareholders.

Independent Director: Leung Shek Ling Olivia

C-10 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Li Wenjing

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

(I) Working Experience, Professional Background and Part-Time Job Status

Mr. Li Wenjing has served as an Independent Non-executive Director of the Company since June 2020. Mr. Li Wenjing is currently a professor and the dean of the Management School of Jinan University. Mr. Li Wenjing served as lecturer and associate professor at the School of Management of Jinan University, and deputy department head and department head of the Department of Accounting of Jinan University. Mr. Li Wenjing served as an independent director of Longse Technology Limited (長視科技股份有限公司), Shenzhen Xunfang Technologies Co., Ltd. (深圳市訊方技術股份有限公司), By-Health Co., Ltd. (湯臣倍健股份有限公司) and Zhuhai Huajin Capital Co., Ltd. (珠海華金資本股份有限公司), and an external supervisor of China Guangfa Bank Co., Ltd. (廣發銀行股份有公司). Mr. Li Wenjing obtained a bachelor's degree and a doctorate degree from Sun Yat-sen University.

(II) Independence

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

II. INDEPENDENT DIRECTORS' ANNUAL DUTY PERFORMANCE

(I) Attendance at the Board Meetings and General Meetings

In 2024, the Company convened a total of 8 Board meetings and 2 general meetings. I actively attended such meetings and devoted sufficient time and efforts to perform my duties effectively. I reviewed the meeting materials carefully before the meetings and fully expressed professional and independent opinions on matters submitted to the Board for consideration at the meetings and was not influenced by the substantial shareholders and other interested units or individuals of the Company when making independent judgement. In 2024, I independently and objectively participated in the decision making on material matters and actively exercised voting rights in a prudent manner, without raising objections against any resolution or casting dissenting vote or abstention vote at the Board meetings.

Details of my attendance at the meetings in 2024 are set out as follows:

Name of Independent Director	Required attendance at Board meetings during the Reporting Period	On-site attendance at Board meetings	Attendance at Board meetings by telecommunication	Attendance at Board meetings by proxy	Times of absence from Board meetings	Attendance at general meetings of Shareholders
Li Wenjing	8	2	6	0	0	2/2

(II) Attendance at the Meetings of Special Committees Under the Board and Special Meetings of Independent Directors

In 2024, I was a member of the Nomination Committee, the chairman of the Audit Committee and a member of the Risk Management Committee of the Tenth Session of the Board of the Company; a member of the Nomination Committee, the chairman of the Audit Committee and a member of the Remuneration and Appraisal Committee of the Eleventh Session of the Board.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

In 2024, according to the rules of procedure for special committees of the Board of the Company, the Nomination Committee of the Tenth Session of the Board held 2 meetings, the Audit Committee of the Tenth Session of the Board held 2 meetings and the Risk Management Committee of the Tenth Session of the Board held 1 meeting; the Nomination Committee of the Eleventh Session of the Board held 1 meeting, the Audit Committee of the Eleventh Session of the Board held 3 meetings and the Remuneration and Appraisal Committee of the Eleventh Session of the Board held 1 meeting. I attended all the above meetings of the special committees, fulfilled the duties and obligations of committee members practicably and provided professional opinions and advice for the scientific decision-making of the Board.

(III) Exercise of Powers by Independent Directors

In 2024, I conscientiously performed my duties as an independent director, exercised my powers as an Independent Director in accordance with the law, expressed my independent opinions on the Company's Internal Control and Evaluation Report, Profit Distribution Plan, Distribution of Performance-based Remuneration for the Management, and Candidates for Non-Independent Directors and Candidates for Independent Directors of the Eleventh Session of the Board, and expressed special description and independent opinions on the use of the Company's funds by the controlling Shareholders, de facto controllers or other related parties and guarantees provided by the Company. I expressed my pre-approval opinions and independent opinions on the Company's re-appointment of the accounting firm and the expected daily related party/connected transactions. I also expressed my professional opinions at the meetings of the Board and its special committees, and gave full play to the role of Independent Directors to safeguard the overall interests of the Company and protected the legitimate rights and interests of investors.

In 2024, there were no situations under which I, as an Independent Director, was required to engage an intermediary agency to conduct audit, consultation or verification of specific matters of the listed Company, propose to the Board to convene an extraordinary general meeting, or publicly solicit Shareholder's rights from Shareholders in accordance with the law.

C-13 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(IV) Communication with Internal Auditors and Accounting Firms

I maintained close communication with the internal audit department and external auditors of the Company. In 2024, I heard the quarterly internal audit work reports of the Company to gain an in-depth understanding of the establishment and implementation of the Company’s internal control system. As the chairman of the Audit Committee and an Independent Director, I actively participated in the communication with the certified public accountants before and after the annual audit, listened to the reports of the annual audit institution on the audit team, audit scope, audit plan, audit focus, audit procedures, accounting policies, significant accounting and audit matters, and audit results, etc. as well as raised concerns or comment on the matter.

On December 19, 2024, I participated in a communication meeting between the auditing institution and the Audit Committee and the Independent Directors prior to the commencement of on-site audit by the auditing institution for the year of 2024, and exchanged views on various business revenues and peer situations, audit scope focus and standard changes and AI applications, and reminded the Company and the audit team to pay attention to the impact of international policy changes on important domestic industries and capital markets, as well as the impact of the resulting macro risks on key audit areas such as valuation and impairment, and to have a thorough discussion on the assignment to fair value hierarchy of financial instruments and the audit of receivables impairment.

(V) Protection of the Legitimate Rights and Interests of Investors

C-14 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

I attended the 2023 annual results presentation of the Company on April 1, 2024. In order to fully protect the rights and interests of investors and enhance the pertinence of communication, the Company publicly solicited questions from investors in advance and listened to investors' opinions and suggestions. At the 2023 annual results briefing meeting, I answered the questions that investors were generally concerned about and listened to investors' opinions and suggestions.

(VI) On-Site Work

I devoted sufficient time and effort to the daily performance of my duties and worked on-site for not less than 15 days in 2024. In 2024, through attending the Company's Shareholders' meeting and participating in the Board and its special committees, I was fully informed of the Company's major issues, operational development, financial management and internal control. At the same time, by studying the newsletters of the Company's Directors and Supervisors, the special documents on anti-money laundering, integrity and investor relationship management, the latest policies and regulations and information on the operation of the Company, and through various means, such as convening special meeting with the Chairman of the Board, communicating with intermediary institutions such as annual auditing accounting firm, participating in training organized by regulators, attending performance briefings, communicating with minority Shareholders, etc., I was able to perform my duties and keep abreast of the latest regulatory policies and developments in the securities industry, the development of the Company's operations and the progress of major issues in a timely manner; and I made recommendations to the Company on the need to balance the issues of fast and slow, stable and progressive, risk and development, and to promote internal changes, including corresponding changes in the management model and organizational structure. Thus, I actively and effectively fulfilled my duties as an Independent Director.

(VII) The Company's Cooperation with the Independent Directors

C-15 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

III. AREAS FOCUSED BY THE INDEPENDENT DIRECTORS DURING THEIR PERFORMANCE OF DUTIES DURING THE YEAR

(I) Related Party/Connected Transactions that Need to be Disclosed

The Audit Committee of the Board, the Board of Directors and the special meeting of Independent Directors of the Tenth Session of the Board considered and approved the resolution on the expected daily related party/connected transactions of the Company for the year 2024 in March 2024, and the same was considered and approved at the general meeting in May 2024. As an Independent Director and the chairman of the Audit Committee, I considered the resolution and issued their pre-approval opinions and independent opinions.

The Announcement of Expected Daily Related Party/Connected Transactions of the Company in 2024 was disclosed by the Company on March 29, 2024.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(II) Disclosure of Financial Information in Financial Reports and Regular Reports

In 2024, before the Board considers and discloses the financial information in the financial reports and regular reports, the Audit Committee of the Board and the Independent Directors carefully reviewed the contents of the financial reports and regular reports. As an Independent Director and the chairman of the Audit Committee, I fully expressed my opinions on the key issues in the regular reports and financial reports, so as to ensure that the contents of the regular reports and financial reports were true, accurate and complete, and did not contain any false records, misleading statements or major omissions.

(III) Disclosure of the Internal Control and Evaluation Report

The Internal Control and Evaluation Report for the Year of 2023 was disclosed by the Company on March 29, 2024.

(IV) Engagement of Auditors

C-17 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

The Company disclosed the Announcement on the Proposed Re-appointment of Accounting Firms on March 29, 2024.

(V) Appointment of the Person in Charge of the Financial Affairs of the Listed Company

The Audit Committee of the Board of the Company considered and approved the Resolution on the Appointment of the Chief Financial Officer of the Company in May 2024. The Nomination Committee of the Board considered and approved the Resolution on Approving the Nomination of Other Senior Management of the Company in May 2024. The Board of Directors considered and approved the Resolution on the Appointment of Other Senior Management of the Company in May 2024, pursuant to which the appointment of Ms. Sun Xiaoyan as the chief financial officer of the Company was approved. As an Independent Director, a member of the Audit Committee and a member of the Nomination Committee, I carefully considered the resolution and gave an opinion that the candidate of the chief financial officer of the Company met relevant eligibility requirements.

(VI) Nomination or Appointment or Removal of Directors

The Nomination Committee of the Board of the Company and the Board of Directors considered and approved the Resolution on the Nomination of Candidates for the Non-Independent Directors of the Eleventh Session of the Board of Directors of the Company and the Resolution on the Nomination of Candidates for the Independent Directors of the Eleventh Session of the Board of Directors of the Company in April 2024. As a member of the Nomination Committee of the Board and an Independent Director, I have carefully considered the aforesaid resolution and believe that the candidates for non-Independent Director and Independent Director of the Company meet the relevant qualification requirements.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(VII) Appointment or Dismissal of Senior Management Officers

The Nomination Committee of the Board of the Company and the Board of Directors considered and approved the Resolution on the Appointment of the General Manager of the Company, the Resolution on Approving the Nomination of Other Senior Management of the Company and the Resolution on the Appointment of Other Senior Management of the Company in May 2024. As an Independent Director and a member of the Nomination Committee, I carefully considered the resolutions and gave an opinion that the senior management officers to be appointed by the Company met relevant eligibility requirements.

(VIII) Profit Distribution

(IX) Remuneration of Directors and Senior Management Officers

C-19 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(X) External Guarantees and Use of Funds

In March 2024 and August 2024, as an Independent Director, I conscientiously understood and prudently examined the Company’s funds used by and the Company’s guarantees given to the controlling Shareholder, de facto controller and other related parties of the Company. In 2024, the Company did not have controlling Shareholder nor de facto controller, and there was no use of the Company’s funds by related parties (except for operating business transactions). Save guarantees for subsidiaries given by the Company and guarantees given by the subsidiaries for their subsidiaries, no guarantee was provided to entities outside the scope of consolidated financial statements. I was of the view that the Company had strictly complied with the requirements of relevant laws and regulations, had taken practical measures to prevent the controlling Shareholder, de facto controller and other related parties from using the Company’s funds, and had strictly controlled the matters of guarantees. The Company was always prudent in handling and strict in controlling the risks of liabilities arising from guarantees, and the guarantees provided were in compliance with the relevant requirements and statutory approval procedures, and the information disclosure obligations for guarantees were conscientiously fulfilled in accordance with the relevant regulations.

(XI) Implementation of Information Disclosure Management System

In 2024, I strictly abided by the Guidelines on Self-discipline Supervision of Listed Companies on the Shenzhen Stock Exchange No. 5 – Management of Information Disclosure Affairs and other relevant regulations, reviewed the establishment and operation of the Company’s information disclosure affairs management system, and examined and supervised the regular reports and interim announcements of the Company.

In 2024, I did not discover any material deficiencies in the implementation of the Company’s information disclosure management system. The Company established and amended the relevant systems, such as the Management System of Information Disclosure Affairs and the Management Rules for Insiders of Inside Information during the year, which were effectively implemented, further standardizing the Company’s information disclosure work and improving the management level of the Company’s information disclosure affairs and the quality of information disclosure, so that the principle of fairness in information disclosure was maintained and the legitimate rights and interests of the general investors were protected.

C-20 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

IV. OVERALL EVALUATION AND SUGGESTIONS

Independent Director: Li Wenjing

C-21 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Zhang Chuang

From May 2024, as an Independent Director of GF Securities Co., Ltd., in accordance with the Company Law of the People's Republic of China, the Measures for the Administration of Independent Directors of Listed Companies and other laws and regulations, and The Articles of Association of GF Securities Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Working System of the Independent Directors of GF Securities, I performed my duties independently and impartially, conscientiously and diligently, provided professional and objective advice on the operation and development of the Company to enhance the decision-making level of the Board of Directors and facilitated the decisions of the Board of Directors be in line with the overall interests of the Company and protect the legitimate rights and interests of investors. My duty performance report for the year 2024 is set out as follows:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I have professional qualifications and relevant experience in law and other fields, and comply with the independence requirements of Independent Directors as required in relevant laws, regulations, regulatory requirements, self-discipline rules, the Articles of Association and the Working System of the Independent Directors of GF Securities. My basic information is as follows:

(I) Working Experience, Professional Background and Part-Time Job Status

Mr. Zhang Chuang has served as an Independent Non-executive Director of the Company since May 2024. Mr. Zhang Chuang is currently a professor at and the dean of the School of Law of Changchun University of Science and Technology. Mr. Zhang Chuang served as lecturer, associate professor, professor, deputy director of scientific research division, deputy director and director of social sciences division of the School of Law of Changchun University of Science and Technology and a part-time lawyer at Jilin Zhihui Law Firm (吉林智輝律師事務所). Mr. Zhang Chuang obtained an academic diploma of bachelor's degree qualification in Chinese language and literature from Northeast Normal University and a master's degree and a doctorate degree in law from Jilin University.

(II) Independence

During my term of office in 2024, I did not hold any other position in the Company except as a Director, and I have no direct or indirect interest relationship with the Company, its substantial shareholder, de facto controller or other relationship that might affect my independent and objective judgment, and there were no circumstances under which my independence would be affected.

C-22 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

After self-examination, during my term of office in 2024, I have been in compliance with the independence requirements for Independent Directors continuously as stipulated in, among others, the Measures for the Administration of Independent Directors of Listed Companies, the Measures for the Supervision and Administration of Directors, Supervisors, Senior Management and Practitioners of Securities and Fund Operating Institutions, the Guidelines for the Self-regulation of Listed Companies of the Shenzhen Stock Exchange No. 1 – Standard Operation of Companies Listed on the Main Board, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the Articles of Association and the Working System of the Independent Directors of GF Securities.

II. INDEPENDENT DIRECTORS' ANNUAL DUTY PERFORMANCE

(I) Attendance at the Board Meetings and General Meetings

During my term of office in 2024, the Company convened a total of 5 Board meetings and 1 general meeting. I actively attended such meetings and devoted sufficient time and efforts to perform my duties effectively. I reviewed the meeting materials carefully before the meetings and fully expressed professional and independent opinions on matters submitted to the Board for consideration at the meetings and was not influenced by the substantial shareholders and other interested units or individuals of the Company when making independent judgement. During my term of office in 2024, I independently and objectively participated in the decision making on material matters and actively exercised voting rights in a prudent manner, without raising objections against any resolution or casting dissenting vote or abstention vote at the Board meetings.

Details of my attendance at the meetings in 2024 are set out as follows:

Name of Independent Director	Required attendance at Board meetings during the Reporting Period	On-site attendance at Board meetings	Attendance at Board meetings by telecommunication	Attendance at Board meetings by proxy	Times of absence from Board meetings	Attendance at general meetings of Shareholders
Zhang Chuang	5	1	4	0	0	1/1

(II) Attendance at the Meetings of Special Committees Under the Board and Special Meetings of Independent Directors

In 2024, I was the chairman of the Nomination Committee, a member of the Audit Committee and a member of the Risk Management Committee of the Eleventh Session of the Board of the Company.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

In 2024, according to the rules of procedure for special committees of the Board of the Company, the Nomination Committee of the Eleventh Session of the Board held 1 meeting, the Audit Committee of the Eleventh Session of the Board held 3 meetings and the Risk Management Committee of the Eleventh Session of the Board held 1 meeting. I attended all the above meetings of the special committees, fulfilled the duties and obligations of committee members practicably and provided professional opinions and advice for the scientific decision-making of the Board.

In 2024, according to the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Guidelines for the Performance of Duties by Independent Directors of Listed Companies (《上市公司獨立董事履職指引》), 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》) and other relevant regulations, the Company did not convene any special meeting of the Independent Directors of the Eleventh Session of the Board. The Company will carry out the work related to the special meeting of Independent Directors in accordance with the regulations in 2025.

(III) Exercise of Powers by Independent Directors

In 2024, I conscientiously performed my duties as an Independent Director, exercised my powers as an Independent Director in accordance with the law, participated in the decision-making of the Board of Directors and expressed clear opinions on the matters under consideration, and provided professional and objective advice on the operation and development of the Company to facilitate enhancement in the decision-making standard of the Board of Directors. I also expressed my professional opinions at the meetings of the Board and its special committees, and gave full play to the role of Independent Directors to safeguard the overall interests of the Company and protected the legitimate rights and interests of investors.

In 2024, there were no situations under which I, as an Independent Director, was required to engage an intermediary agency to conduct audit, consultation or verification of specific matters of the listed Company, propose to the Board to convene an extraordinary general meeting, or publicly solicit Shareholder's rights from Shareholders in accordance with the law.

(IV) Communication with Internal Auditors and Accounting Firms

I maintained close communication with the internal audit department and external auditors of the Company. During my term of office in 2024, I heard the quarterly internal audit work reports of the Company to gain an in-depth understanding of the establishment and implementation of the Company's internal control system. As a member of the Audit Committee and an Independent Director, I actively participated in the communication with the certified public accountants before and after the annual audit, listened to the reports of the annual audit institution on the audit team, audit scope, audit plan, audit focus, audit procedures, accounting policies, significant accounting and audit matters, and audit results, etc. as well as raised concerns or comment on the matter.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

On December 19, 2024, I participated in a communication meeting between the auditing institution and the Audit Committee and the Independent Directors prior to the commencement of on-site audit by the auditing institution for the year of 2024, fully communicated with the Company and its auditing accountants for 2024, and exchanged views with the Company and Ernst & Young on specific matters in the annual audit report.

(V) Protection of the Legitimate Rights and Interests of Investors

During my term of office in 2024, in strict adherence to relevant laws and regulations as well as the relevant provisions of the Articles of Association of the Company and the Working System of the Independent Directors of GF Securities, I attended the relevant meetings of the Board and its special committees in person, carefully reviewed the meeting materials before the meetings, made independent, objective and impartial judgments using my professional knowledge and fully and clearly expressed my opinions at the meetings to perform my duties in an independent manner free from the influence of the Company, its major Shareholders and other interested units or individuals of the Company, and effectively safeguarded the legitimate rights and interests of all investors.

(VI) On-Site Work

I devoted sufficient time and effort to the daily performance of my duties and worked on-site for not less than 15 days in 2024. During my term of office in 2024, through attending the Company's Shareholders' meeting and participating in the Board and its special committees, I was fully informed of the Company's major issues, operational development, financial management and internal control. At the same time, by studying the newsletters of the Company's Directors and Supervisors, the special documents on anti-money laundering, integrity and investor relationship management, the latest policies and regulations and information on the operation of the Company, and through various means, such as communicating with intermediary institutions such as annual auditing accounting firm, I was able to perform my duties and keep abreast of the latest regulatory policies and developments in the securities industry, the development of the Company's operations and the progress of major issues in a timely manner. Thus, I actively and effectively fulfilled my duties as an Independent Director.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(VII) The Company’s Cooperation with the Independent Directors

During my term of office in 2024, the Company provided the necessary working conditions and personnel support for me to perform my duties, and ensured that I enjoyed the same right to information as other Directors, had smooth information flow with other Directors, senior management and other relevant personnel, and was able to obtain sufficient resources and necessary professional advice in the performance of my duties. The Company has issued to me, in a timely manner, notices and documents for meetings of the Board of Directors and its special committees, newsletters of the Directors and Supervisors and information on the operation of the Company, as well as replied my queries in a timely manner, organized us to participate in the relevant trainings, and there were no instances of restriction or impediment to the normal performance of my duties.

III. AREAS FOCUSED BY THE INDEPENDENT DIRECTORS DURING THEIR PERFORMANCE OF DUTIES DURING THE YEAR

(I) Related Party/Connected Transactions that Need to be Disclosed

The Board of Directors of the Company considered and approved the Resolution on the Amendment of GF Securities Management System for Related Party Transactions in August 2024, and the same was considered and approved at the general meeting in October 2024. As an Independent Director and a member of the Audit Committee, I considered the resolution and gave an opinion that the amendment was in compliance with the requirements of the latest laws and regulations on related party transactions.

The GF Securities Management System for Related Party Transactions was disclosed by the Company on October 16, 2024.

(II) Disclosure of Financial Information in Financial Reports and Regular Reports

During my term of office in 2024, before the Board considers and discloses the financial information in the financial reports and regular reports, the Audit Committee of the Board and the Independent Directors carefully reviewed the contents of the financial reports and regular reports. As an Independent Director and a member of the Audit Committee, I fully expressed my opinions on the key issues in the regular reports and financial reports, so as to ensure that the contents of the regular reports and financial reports were true, accurate and complete, and did not contain any false records, misleading statements or major omissions.

The Company disclosed the 2024 Interim Report and the 2024 Third Quarterly Report on August 31 and October 31, 2024, respectively.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(III) Appointment of the Person in Charge of the Financial Affairs of the Listed Company

The Audit Committee of the Board of the Company considered and approved the Resolution on the Appointment of the Chief Financial Officer of the Company in May 2024. The Nomination Committee of the Board and the Board of Directors considered and approved the Resolution on Approving the Nomination of Other Senior Management of the Company and the Resolution on the Appointment of Other Senior Management of the Company in May 2024, respectively, pursuant to which the appointment of Ms. Sun Xiaoyan as the chief financial officer of the Company was approved. As an Independent Director, a member of the Audit Committee and the chairman of the Nomination Committee, I carefully considered the resolution and gave an opinion that the candidate of the chief financial officer of the Company met relevant eligibility requirements.

(IV) Appointment or Dismissal of Senior Management Officers

The Nomination Committee of the Board of the Company and the Board of Directors considered and approved the Resolution on the Appointment of the General Manager of the Company, the Resolution on Approving the Nomination of Other Senior Management of the Company and the Resolution on the Appointment of Other Senior Management of the Company in May 2024. As an Independent Director and the chairman of the Nomination Committee, I carefully considered the resolutions and gave an opinion that the senior management officers to be appointed by the Company met relevant eligibility requirements.

(V) Implementation of Information Disclosure Management System

During my term of office in 2024, I strictly abided by the Guidelines on Self-discipline Supervision of Listed Companies on the Shenzhen Stock Exchange No. 5 – Management of Information Disclosure Affairs and other relevant regulations, reviewed the establishment and operation of the Company's information disclosure affairs management system, and examined and supervised the regular reports and interim announcements of the Company.

During my term of office in 2024, I did not discover any material deficiencies in the implementation of the Company's information disclosure management system. The Company established and amended the relevant systems, such as the Management System of Information Disclosure Affairs and the Management Rules for Insiders of Inside Information during the year, which were effectively implemented, further standardizing the Company's information disclosure work and improving the management level of the Company's information disclosure affairs and the quality of information disclosure, so that the principle of fairness in information disclosure was maintained and the legitimate rights and interests of the general investors were protected.

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2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Except for the above matters, during my term of office in 2024, the following circumstances did not occur in the Company: (1) the Company and related parties changed or waived the undertakings; (2) the Board of Directors made decisions and took measures against the acquisition of the Company; (3) disclosure of internal control and evaluation reports; (4) appointment or dismissal of the accounting firm undertaking the audit affairs of the listed company; (5) correction of accounting policies, accounting estimates or significant accounting errors due to reasons other than changes in accounting standards; (6) nomination or appointment or removal of directors; (7) determination of the remunerations of directors and senior management officers; (8) formulation or change of the share incentive schemes, employee share ownership plans, granting of interests to incentive participants or fulfillment of conditions for exercise of interests; (9) such matters as the arrangement of shareholding plans by the directors and senior management officers in the subsidiaries proposed for a spin-off, etc.

IV. OVERALL EVALUATION AND SUGGESTIONS

During my term of office in 2024, I strictly complied with the relevant laws and regulations, regulatory provisions, self-regulatory rules and the provisions of the Articles of Association of the Company and the Working System of the Independent Directors of GF Securities, had sufficient time and energy to fulfill my duties as an Independent Director, actively undertook the duties of the Board and its special committees, gave full play to my own expertise in the process of the Company's major decision-making, earnestly considered the various resolutions, and actively offered advice and suggestions to promote scientific and efficient decision-making by the Board and safeguard the overall interests and legitimate rights and interests of all Shareholders, and made due contribution to the improvement of the Company's governance level.

Independent Director: Zhang Chuang

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Wang Dashu

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I have professional qualifications and relevant experience in finance, economics and other fields, and comply with the independence requirements of Independent Directors as required in relevant laws, regulations, regulatory requirements, self-discipline rules, the Articles of Association and the Working System of the Independent Directors of GF Securities. My basic information is as follows:

(I) Working Experience, Professional Background and Part-Time Job Status

Mr. Wang Dashu has served as an Independent Non-executive Director of the Company since May 2024. Mr. Wang Dashu is currently a professor at the School of Economics of Peking University. Mr. Wang Dashu served as an independent director of Huadian Power International Corporation Limited. Mr. Wang Dashu is also an independent director of Jilin Jien Nickel Industry Co., Ltd and China Green Electricity Investment of Tianjin Co., Ltd. Mr. Wang Dashu obtained a Bachelor's degree and a Master's degree in Economics from Peking University and obtained a doctorate degree in Economics from La Trobe University in Australia.

(II) Independence

During my term of office in 2024, I did not hold any other position in the Company except as a director, and I have no direct or indirect interest relationship with the Company, its substantial shareholder, de facto controller or other relationship that might affect my independent and objective judgment, and there were no circumstances under which my independence would be affected.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

II. INDEPENDENT DIRECTORS' ANNUAL DUTY PERFORMANCE

(I) Attendance at the Board Meetings and General Meetings

Details of my attendance at the meetings in 2024 are set out as follows:

Name of Independent Director	Required attendance at Board meetings during the Reporting Period	On-site attendance at Board meetings	Attendance at Board meetings by telecommunication	Attendance at Board meetings by proxy	Times of absence from Board meetings	Attendance at general meetings of Shareholders
Wang Dashu	5	3	2	0	0	1/1

(II) Attendance at the Meetings of Special Committees Under the Board and Special Meetings of Independent Directors

During my term of office in 2024, I was a member of the Nomination Committee, the chairman of the Remuneration and Appraisal Committee and a member of the Risk Management Committee of the Eleventh Session of the Board of the Company.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

During my term of office in 2024, according to the rules of procedure for special committees of the Board of the Company, the Nomination Committee of the Eleventh Session of the Board held 1 meeting, the Remuneration and Appraisal Committee of the Eleventh Session of the Board held 1 meeting and the Risk Management Committee of the Eleventh Session of the Board held 1 meeting. I attended all the above meetings of the special committees, fulfilled the duties and obligations of committee members practically and provided professional opinions and advice for the scientific decision-making of the Board.

In 2024, according to the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Guidelines for the Performance of Duties by Independent Directors of Listed Companies (《上市公司獨立董事履職指引》), 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》) and other relevant regulations, the Company did not convene any special meeting of the Independent Directors of the Eleventh Session of the Board. The Company will carry out the work related to the special meeting of Independent Directors in accordance with the regulations in 2025.

(III) Exercise of Powers by Independent Directors

In 2024, there were no situations under which I, as an Independent Director, was required to engage an intermediary agency to conduct audit, consultation or verification of specific matters of the listed Company, propose to the Board to convene an extraordinary general meeting, or publicly solicit Shareholder's rights from Shareholders in accordance with the law.

(IV) Communication with Internal Auditors and Accounting Firms

I maintained close communication with the internal audit department and external auditors of the Company. During my term of office in 2024, I heard the quarterly internal audit work reports of the Company to gain an in-depth understanding of the establishment and implementation of the Company's internal control system. As an Independent Director, I actively participated in the communication with the certified public accountants before and after the annual audit, listened to the reports of the annual audit institution on the audit team, audit scope, audit plan, audit focus, audit procedures, accounting policies, significant accounting and audit matters, and audit results, etc. as well as raised concerns or comment on the matter.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

On December 19, 2024, I participated in a communication meeting between the auditing institution and the Audit Committee and the Independent Directors prior to the commencement of on-site audit by the auditing institution for the year of 2024, fully communicated with the Company and its auditing accountants for 2024, and exchanged views with the Company and Ernst & Young on specific matters in the annual audit report.

(V) Protection of the Legitimate Rights and Interests of Investors

(VI) On-Site Work

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(VII) The Company’s Cooperation with the Independent Directors

III. AREAS FOCUSED BY THE INDEPENDENT DIRECTORS DURING THEIR PERFORMANCE OF DUTIES DURING THE YEAR

(I) Related Party/Connected Transactions that Need to be Disclosed

The Board of Directors of the Company considered and approved the Resolution on the Amendment of GF Securities Management System for Related Party Transactions in August 2024, and the same was considered and approved at the general meeting in October 2024. As an Independent Director, I considered the resolution and gave an opinion that the amendment was in compliance with the requirements of the latest laws and regulations on related party transactions.

The GF Securities Management System for Related Party Transactions was disclosed by the Company on October 16, 2024.

(II) Disclosure of Financial Information in Financial Reports and Regular Reports

During my term of office in 2024, before the Board considers and discloses the financial information in the financial reports and regular reports, the Audit Committee of the Board and the Independent Directors carefully reviewed the contents of the financial reports and regular reports. As an Independent Director, I fully expressed my opinions on the key issues in the regular reports and financial reports, so as to ensure that the contents of the regular reports and financial reports were true, accurate and complete, and did not contain any false records, misleading statements or major omissions.

The Company disclosed the 2024 Interim Report and the 2024 Third Quarterly Report on August 31 and October 31, 2024, respectively.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(III) Appointment of the Person in Charge of the Financial Affairs of the Listed Company

The Board of the Company considered and approved the Resolution on the Appointment of Other Senior Management of the Company in May 2024. The Nomination Committee of the Board considered and approved the Resolution on Approving the Nomination of Other Senior Management of the Company in May 2024, pursuant to which the appointment of Ms. Sun Xiaoyan as the chief financial officer of the Company was approved. As an Independent Director and a member of the Nomination Committee, I carefully considered the resolution and gave an opinion that the candidate of the chief financial officer of the Company met relevant eligibility requirements.

(IV) Appointment or Dismissal of Senior Management Officers

(V) Implementation of Information Disclosure Management System

During my term of office in 2024, I strictly abided by the Guidelines on Self-discipline Supervision of Listed Companies on the Shenzhen Stock Exchange No. 5 – Management of Information Disclosure Affairs and other relevant regulations, reviewed the establishment and operation of the Company’s information disclosure affairs management system, and examined and supervised the regular reports and interim announcements of the Company.

During my term of office in 2024, I did not discover any material deficiencies in the implementation of the Company’s information disclosure management system. The Company established and amended the relevant systems, such as the Management System of Information Disclosure Affairs and the Management Rules for Insiders of Inside Information during the year, which were effectively implemented, further standardizing the Company’s information disclosure work and improving the management level of the Company’s information disclosure affairs and the quality of information disclosure, so that the principle of fairness in information disclosure was maintained and the legitimate rights and interests of the general investors were protected.

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ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

company; (5) correction of accounting policies, accounting estimates or significant accounting errors due to reasons other than changes in accounting standards; (6) nomination or appointment or removal of directors; (7) determination of the remunerations of directors and senior management officers; (8) formulation or change of the share incentive schemes, employee share ownership plans, granting of interests to incentive participants or fulfillment of conditions for exercise of interests; (9) such matters as the arrangement of shareholding plans by the directors and senior management officers in the subsidiaries proposed for a spin-off, etc.

IV. OVERALL EVALUATION AND SUGGESTIONS

Independent Director: Wang Dashu

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ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Fan Lifu

From January to May 2024, as an Independent Director of GF Securities Co., Ltd., in accordance with the Company Law of the People's Republic of China, the Measures for the Administration of Independent Directors of Listed Companies and other laws and regulations, and The Articles of Association of GF Securities Co., Ltd. (hereinafter referred to as the "Articles of Association"), I performed my duties independently and impartially, conscientiously and diligently, provided professional and objective advice on the operation and development of the Company to enhance the decision-making level of the Board of Directors and facilitated the decisions of the Board of Directors be in line with the overall interests of the Company and protect the legitimate rights and interests of investors. My duty performance report for the year 2024 is set out as follows:

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I have professional qualifications and relevant experience in finance, economics and other fields, and comply with the independence requirements of Independent Directors as required in relevant laws, regulations, regulatory requirements, self-discipline rules and the Articles of Association. My basic information is as follows:

(I) Working Experience, Professional Background and Part-Time Job Status

Mr. Fan Lifu served as an Independent Non-executive Director of the Company from November 2018 to May 2024. Mr. Fan Lifu has been a professor at the School of Finance of Dongbei University of Finance and Economics since July 2011, and the Dean of the Institute of Inclusive Financial Research of Dongbei University of Finance and Economics since July 2024. His primary working experience includes: teaching assistant, lecturer, associate professor, deputy dean, secretary of the General Party Branch, the secretary of the Party Committee, deputy director and director of the Research Department at the School of Finance (formerly Department of Finance) of Dongbei University of Finance and Economics from April 1998 to July 2024, and has been a visiting scholar of University of Reading in UK during the same period. Mr. Fan Lifu has served as an independent director of Tieling Newcity Investment Holding (Group) Limited (a company listed on Shenzhen Stock Exchange, stock code: 000809) from December 2017 to September 2023, has been an independent director of AVIC Fund Management Co., Ltd. since December 2020, has been a member of the Third Session of the Independent Directors Professional Committee of the China Association for Public Companies since May 2023, and has been an external director of Dalian Zhangzidao Ocean Development Group Co., Ltd. (大連獐子島海洋發展集團有限公司) since December 2024. Mr. Fan Lifu obtained a bachelor's degree, a master's degree and a doctorate degree in economics from Dongbei University of Finance and Economics in July 1995, April 1998 and December 2009, respectively.

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ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(II) Independence

II. INDEPENDENT DIRECTORS' ANNUAL DUTY PERFORMANCE

(I) Attendance at the Board Meetings and General Meetings

During my term of office in 2024, the Company convened a total of 3 Board meetings and 1 general meeting. I actively attended such meetings and devoted sufficient time and efforts to perform my duties effectively. I reviewed the meeting materials carefully before the meetings and fully expressed professional and independent opinions on matters submitted to the Board for consideration at the meetings and was not influenced by the substantial shareholders and other interested units or individuals of the Company when making independent judgement. During my term of office in 2024, I independently and objectively participated in the decision making on material matters and actively exercised voting rights in a prudent manner, without raising objections against any resolution or casting dissenting vote or abstention vote at the Board meetings.

Details of my attendance at the meetings in 2024 are set out as follows:

Name of Independent Director	Required attendance at Board meetings during the Reporting Period	On-site attendance at Board meetings	Attendance at Board meetings by telecommunication	Attendance at Board meetings by proxy	Times of absence from Board meetings	Attendance at general meetings of Shareholders
Fan Lifu	3	1	2	0	0	1/1

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(II) Attendance at the Meetings of Special Committees Under the Board and Special Meetings of Independent Directors

In 2024, I was a member of each of the Nomination Committee, the Remuneration and Appraisal Committee and the Audit Committee of the Tenth Session of the Board of the Company.

During my term of office in 2024, according to the rules of procedure for special committees of the Board of the Company, the Nomination Committee of the Board held 2 meetings, the Remuneration and Appraisal Committee of the Board held 1 meeting and the Audit Committee of the Board held 2 meetings. I attended all the above meetings of the special committees, fulfilled the duties and obligations of committee members practically and provided professional opinions and advice for the scientific decision-making of the Board.

During my term of office in 2024, according to the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Guidelines for the Performance of Duties by Independent Directors of Listed Companies (《上市公司獨立董事履職指引》) and 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》) and other relevant regulations, the Company held 1 special meeting of Independent Directors of the Tenth Session of the Board. I attended the above special meeting, effectively fulfilled the duties and obligations of supervision and governance of the Independent Directors, effectively protected the legitimate rights and interests of all shareholders, especially the minority shareholders, and promoted the standardized operation of the Company.

(III) Exercise of Powers by Independent Directors

During my term of office in 2024, I conscientiously performed my duties as an independent director, exercised my powers as an Independent Director in accordance with the law, expressed my independent opinions on the Company's Internal Control and Evaluation Report, Profit Distribution Plan, Distribution of Performance-based Remuneration for the Management, and candidates for Non-Independent Directors and candidates for Independent Directors of the Eleventh Session of the Board, and expressed special description and independent opinions on the use of the Company's funds by the controlling Shareholders, de facto controllers or other related parties and guarantees provided by the Company. I expressed my pre-approval opinions and independent opinions on the Company's re-appointment of the accounting firm and the expected daily related party/connected transactions. I also expressed my professional opinions at the meetings of the Board and its special committees, and gave full play to the role of Independent Directors to safeguard the overall interests of the Company and protected the legitimate rights and interests of investors.

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ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

During my term of office in 2024, there were no situations under which I, as an Independent Director, was required to engage an intermediary agency to conduct audit, consultation or verification of specific matters of the listed Company, propose to the Board to convene an extraordinary general meeting, propose to convene a Board meeting or publicly solicit Shareholder’s rights from Shareholders in accordance with the law.

(IV) Communication with Internal Auditors and Accounting Firms

I maintained close communication with the internal audit department and external auditors of the Company. During my term of office in 2024, I heard the quarterly internal audit work reports of the Company to gain an in-depth understanding of the establishment and implementation of the Company’s internal control system. As a member of the Audit Committee and an Independent Director, I actively participated in the communication with the certified public accountants before and after the annual audit, listened to the reports of the annual audit institution on the audit team, audit scope, audit plan, audit focus, audit procedures, accounting policies, significant accounting and audit matters, and audit results, etc. as well as raised concerns or comment on the matter.

On March 21, 2024, I heard the reports of Ernst & Young on the annual audit of the Company for 2023 and its preliminary audit opinions. After full communication with Ernst & Young, I considered that Ernst & Young had implemented appropriate audit procedures during the annual audit in accordance with the requirements of the Auditing Standards for CPAs of China and the International Standards on Auditing.

(V) Protection of the Legitimate Rights and Interests of Investors

During my term of office in 2024, in strict adherence to relevant laws and regulations as well as the relevant provisions of the Articles of Association of the Company, I attended the relevant meetings of the Board and its special committees in person, carefully reviewed the meeting materials before the meetings, made independent, objective and impartial judgments using my professional knowledge and fully and clearly expressed my opinions at the meetings to perform my duties in an independent manner free from the influence of the Company, its major Shareholders and other interested units or individuals of the Company, and effectively safeguarded the legitimate rights and interests of all investors.

(VI) On-Site Work

I devoted sufficient time and effort to the daily performance of my duties. During my term of office in 2024, through attending the Company’s Shareholders’ meeting and participating in the Board and its special committees, I was fully informed of the Company’s major issues, operational development, financial management and internal control. At the same time, by studying the newsletters of the Company’s Directors and Supervisors, the special documents on anti-money laundering, integrity and investor relationship management, the latest policies and regulations and information on the operation of the Company, and through various means, such

– C-39 –

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

as convening special meeting with the Chairman of the Board and communicating with intermediary institutions such as annual auditing accounting firm, I was able to perform my duties and keep abreast of the latest regulatory policies and developments in the securities industry, the development of the Company's operations and the progress of major issues in a timely manner; and I suggested the Company to strengthen cooperation with central enterprises and state-owned enterprises, give full play to ability of the investment bank to discover value, explore some business opportunities for bankruptcy and restructuring of non-performing assets, keep up with major strategies of the country, serve the construction of the Greater Bay Area, and learn and implement the instructions of General Secretary Xi Jinping and suggestions on the spirit of the Central Financial Work Conference.

(VII) The Company's Cooperation with the Independent Directors

III. AREAS FOCUSED BY THE INDEPENDENT DIRECTORS DURING THEIR PERFORMANCE OF DUTIES DURING THE YEAR

(I) Related Party/Connected Transactions that Need to be Disclosed

The Audit Committee of the Board, special meeting of Independent Directors of the Tenth Session of the Board and the Board of Directors considered and approved the resolution on the expected daily related party/connected transactions of the Company for the year 2024 in March 2024, and the same was considered and approved at the general meeting in May 2024. As an Independent Director and a member of the Audit Committee, I considered the resolution and issued their pre-approval opinions and independent opinions.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

My independent opinions were: 1. The relevant daily related party/connected transactions were intended to be executed at a fair price and would not damage the interests of the Company and minority Shareholders; 2. carrying out the relevant daily related party/connected transactions was beneficial for promoting the business growth of the Company, which was in line with the actual business needs of the Company, and was beneficial for the long-term development of the Company; 3. the relevant daily related party/connected transactions shall be disclosed in the annual report and the interim report of the Company in accordance with the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and 4. It was agreed that the resolution shall be submitted to the general meeting of the Company for consideration.

The Announcement of Expected Daily Related Party/Connected Transactions of the Company in 2024 was disclosed by the Company on March 29, 2024.

(II) Disclosure of Financial Information in Financial Reports and Regular Reports

During my term of office, The Company disclosed the 2023 Annual Report, the 2024 First Quarterly Report on March 29 and April 30, 2024, respectively.

(III) Disclosure of the Internal Control and Evaluation Report

In March 2024, the Audit Committee and the Risk Management Committee of the Board of the Company, and the Board of Directors considered and approved the Internal Control and Evaluation Report for the Year 2023. As an Independent Director and a member of the Audit Committee, I considered the report and expressed my independent opinion that the Company had further established and refined its internal control systems covering the Company's various business and management areas for the year 2023, and that no significant deficiencies in the design or implementation of internal control had been identified as at December 31, 2023; the Internal Control and Evaluation Report comprehensively, truly and accurately reflected the actual situation of the Company's internal control and contained no false records, misleading statements or material omissions; they concurred with the Internal Control and Evaluation Report of GF Securities for the Year of 2023.

The Internal Control and Evaluation Report for the Year of 2023 was disclosed by the Company on March 29, 2024.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(IV) Engagement of Auditors

My independent opinion was: Ernst & Young Hua Ming LLP and Ernst & Young had the qualifications, professional competency and investor protection capabilities for the audit work of domestic and overseas listed companies, and their independence and integrity are in compliance with relevant regulatory requirements. They were able to diligently perform their duties and obligations as auditors in compliance with independent, objective and fair practice standards in the course of acting as the auditor of the Company and conducting various special audits and auditing of financial statements, which were conducive to protecting the Company and the interests of Shareholders, especially the interests of minority Shareholders. The review procedures for the engagement of auditors for 2024 were in compliance with the requirements of the relevant laws and regulations. It was agreed to re-appoint Ernst & Young Hua Ming LLP as the Company's domestic auditor for the year of 2024 and to re-appoint Ernst & Young as the Company's overseas auditor for the year of 2024. It was agreed to submit the resolution to the general meeting of the Company for consideration.

The Company disclosed the Announcement on the Proposed Re-appointment of Accounting Firms on March 29, 2024.

(V) Nomination or Appointment or Removal of Directors

The Nomination Committee of the Board of Directors of the Company and the Board of Directors considered and approved the Resolution on the Nomination of Candidates for the Non-Independent Directors of the Eleventh Session of the Board of Directors of the Company and the Resolution on the Nomination of Candidates for the Independent Directors of the Eleventh Session of the Board of Directors of the Company in April 2024. As a member of the Nomination Committee and Independent Director of the Board, I have carefully considered the aforesaid resolution and believe that the candidates for non-Independent Director and Independent Director of the Company meet the relevant qualification requirements.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(VI) Profit Distribution

As an Independent Director, I reviewed the proposal and expressed my independent opinion that the profit distribution resolutions of the Company for 2023 was in compliance with the relevant provisions of laws, regulations, regulatory documents and the Articles of Association, and was in line with the actual operating conditions of the Company, and no harm to the Company's Shareholders, especially the minority Shareholders, was caused; consent was given to the profit distribution plan prepared by the Board of Directors and submission of the plan to the Company's 2023 annual general meeting for consideration.

(VII) Remuneration of Directors and Senior Management Officers

In March 2024, the Remuneration and Appraisal Committee of the Board and the Board of Directors considered and approved the Resolution on Performance Assessment on Directors for the Year of 2023, the Resolution on the Special Description of Performance Assessment and Remuneration of GF Securities Directors for the Year of 2023, the Resolution on the Special Description of Duty Performance, Performance Assessment and Remuneration of GF Securities Operating Management for the Year of 2023, and the Resolution on Distribution of Performance-based Remuneration for the Management for the Year of 2023. As an Independent Director and a member of the Remuneration and Appraisal Committee, I considered the resolution and expressed my independent opinion on the Resolution on Distribution of Performance-based Remuneration for the Management for the Year of 2023 and had no objection to the distribution of performance-based remuneration for the management for the year of 2023.

(VIII) External Guarantees and Use of Funds

In March 2024, as an Independent Director, I conscientiously understood and prudently examined the Company's funds used by and the Company's guarantees given to the controlling Shareholder, de facto controller and other related parties of the Company. During my term of office in 2024, the Company did not have controlling Shareholder nor de facto controller, and there was no use of the Company's funds by related parties (except for operating business transactions). Save guarantees for subsidiaries given by the Company and guarantees given by

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

the subsidiaries for their subsidiaries, no guarantee was provided to entities outside the scope of consolidated financial statements. I was of the view that the Company had strictly complied with the requirements of relevant laws and regulations, had taken practical measures to prevent the controlling Shareholder, de facto controller and other related parties from using the Company's funds, and had strictly controlled the matters of guarantees. The Company was always prudent in handling and strict in controlling the risks of liabilities arising from guarantees, and the guarantees provided were in compliance with the relevant requirements and statutory approval procedures, and the information disclosure obligations for guarantees were conscientiously fulfilled in accordance with the relevant regulations.

(IX) Implementation of Information Disclosure Management System

Except for the above matters, during my term of office in 2024, the following circumstances did not occur in the Company: (1) the Company and related parties changed or waived the undertakings; (2) the Board of Directors made decisions and took measures against the acquisition of the Company; (3) appointment or dismissal of the person in charge of the Company's financial affairs; (4) correction of accounting policies, accounting estimates or significant accounting errors due to reasons other than changes in accounting standards; (5) appointment or dismissal of senior management officers; (6) formulation or change of the share incentive schemes, employee share ownership plans, granting of interests to incentive participants or fulfillment of conditions for exercise of interests; (7) such matters as the arrangement of shareholding plans by the directors and senior management officers in the subsidiaries proposed for a spin-off, etc.

C-44 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

IV. OVERALL EVALUATION AND SUGGESTIONS

During my term of office in 2024, I strictly complied with the relevant laws and regulations, regulatory provisions, self-regulatory rules and the provisions of the Articles of Association of the Company, had sufficient time and energy to fulfill my duties as an Independent Director, actively undertook the duties of the Board and its special committees, gave full play to my own expertise in the process of the Company's major decision-making, earnestly considered the various resolutions, and actively offered advice and suggestions to promote scientific and efficient decision-making by the Board and safeguard the overall interests and legitimate rights and interests of all Shareholders, and made due contribution to the improvement of the Company's governance level.

Independent Director: Fan Lifu

– C-45 –

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Hu Bin

I. BASIC INFORMATION OF THE INDEPENDENT DIRECTOR

I have professional qualifications and relevant experience in finance, law and other fields, and comply with the independence requirements of Independent Directors as required in relevant laws, regulations, regulatory requirements, self-discipline rules and the Articles of Association. My basic information is as follows:

(I) Working Experience, Professional Background and Part-Time Job Status

Mr. Hu Bin served as an Independent Non-executive Director of the Company from June 2020 to May 2024. Mr. Hu Bin has served as director of the Research Bureau of the Chinese Academy of Social Sciences since April 2023. His primary working experience includes: senior manager of CITIC Securities Company Limited from July 2002 to November 2003; director of the Law and Finance Research Office, assistant to the director, deputy director, deputy secretary of the Party Committee, secretary of the Party Committee, Secretary General of the Postdoctoral Management Committee of the Institute of Finance and Banking, Chinese Academy of Social Sciences from August 2004 to April 2023, during which he also served as an associate researcher and a researcher. Mr. Hu Bin obtained a master's degree and a doctorate degree from the Chinese Academy of Social Sciences in July 1999 and July 2002, respectively.

(II) Independence

C-46 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

II. INDEPENDENT DIRECTORS' ANNUAL DUTY PERFORMANCE

(I) Attendance at the Board Meetings and General Meetings

Details of my attendance at the meetings in 2024 are set out as follows:

Name of Independent Director	Required attendance at Board meetings during the Reporting Period	On-site attendance at Board meetings	Attendance at Board meetings by telecommunication	Attendance at Board meetings by proxy	Times of absence from Board meetings	Attendance at general meetings of Shareholders
Hu Bin	3	0	1	2	0	1/1

(II) Attendance at the Meetings of Special Committees Under the Board and Special Meetings of Independent Directors

In 2024, I was the chairman of each of the Nomination Committee and the Remuneration and Appraisal Committee of the Tenth Session of the Board of the Company.

During my term of office in 2024, according to the rules of procedure for special committees of the Board of the Company, the Nomination Committee of the Board held 2 meetings, the Remuneration and Appraisal Committee of the Board held 1 meeting. I attended or entrusted other independent directors to attend all the above meetings of the special committees, fulfilled the duties and obligations of committee members practically and provided professional opinions and advice for the scientific decision-making of the Board.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

During my term of office in 2024, according to the Measures for the Administration of Independent Directors of Listed Companies (《上市公司獨立董事管理辦法》), the Guidelines for the Performance of Duties by Independent Directors of Listed Companies (《上市公司獨立董事履職指引》) and 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》) and other relevant regulations, the Company held 1 special meeting of Independent Directors of the Tenth Session of the Board. I entrusted other independent directors to attend the above special meeting on behalf of me, effectively fulfilled the duties and obligations of supervision and governance of the Independent Directors, effectively protected the legitimate rights and interests of all shareholders, especially the minority shareholders, and promoted the standardized operation of the Company.

(III) Exercise of Powers by Independent Directors

During my term of office in 2024, I conscientiously performed my duties as an independent director, exercised my powers as an Independent Director in accordance with the law, expressed my independent opinions on the Company's Internal Control and Evaluation Report, Profit Distribution Plan, Distribution of Performance-based Remuneration for the Management, and Candidates for Non-Independent Directors and Candidates for Independent Directors of the Eleventh Session of the Board, and expressed special description and independent opinions on the use of the Company's funds by the controlling Shareholders, de facto controllers or other related parties and guarantees provided by the Company. I expressed my pre-approval opinions and independent opinions on the Company's re-appointment of the accounting firm and the expected daily related party/connected transactions. I also expressed my professional opinions at the meetings of the Board and its special committees, and gave full play to the role of Independent Directors to safeguard the overall interests of the Company and protected the legitimate rights and interests of investors.

During my term of office in 2024, there were no situations under which I, as an Independent Director, was required to engage an intermediary agency to conduct audit, consultation or verification of specific matters of the listed Company, propose to the Board to convene an extraordinary general meeting, propose to convene a Board meeting or publicly solicit Shareholder's rights from Shareholders in accordance with the law.

(IV) Communication with Internal Auditors and Accounting Firms

I maintained close communication with the internal audit department and external auditors of the Company. During my term of office in 2024, I heard the quarterly internal audit work reports of the Company to gain an in-depth understanding of the establishment and implementation of the Company's internal control system. As an Independent Director, I actively participated in the communication with the certified public accountants before and after the annual audit, listened to the reports of the annual audit institution on the audit team, audit scope, audit plan, audit focus, audit procedures, accounting policies, significant accounting and audit matters, and audit results, etc. as well as raised concerns or comment on the matter.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(V) Protection of the Legitimate Rights and Interests of Investors

(VI) On-Site Work

I devoted sufficient time and effort to the daily performance of my duties. During my term of office in 2024, through attending the Company's Shareholders' meeting and participating in the Board and its special committees, I was fully informed of the Company's major issues, operational development, financial management and internal control. At the same time, by studying the newsletters of the Company's Directors and Supervisors, the special documents on anti-money laundering, integrity and investor relationship management, the latest policies and regulations and information on the operation of the Company, and through various means, such as convening special meeting with the Chairman of the Board and communicating with intermediary institutions such as annual auditing accounting firm, I was able to perform my duties and keep abreast of the latest regulatory policies and developments in the securities industry, the development of the Company's operations and the progress of major issues in a timely manner. Thus, I actively and effectively fulfilled my duties as an Independent Director.

(VII) The Company's Cooperation with the Independent Directors

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

III. AREAS FOCUSED BY THE INDEPENDENT DIRECTORS DURING THEIR PERFORMANCE OF DUTIES DURING THE YEAR

(I) Related Party/Connected Transactions that Need to be Disclosed

The Board and the special meeting of Independent Directors of the Tenth Session of the Board considered and approved the resolution on the expected daily related party/connected transactions of the Company for the year 2024 in March 2024, and the same was considered and approved at the general meeting in May 2024. As an Independent Director, I considered the resolution and issued their pre-approval opinions and independent opinions.

My independent opinions were: 1. The relevant daily related party/connected transactions were intended to be executed at a fair price and would not damage the interests of the Company and minority Shareholders; 2. carrying out the relevant daily related party/connected transactions was beneficial for promoting the business growth of the Company, which was in line with the actual business needs of the Company, and was beneficial for the long-term development of the Company; 3. the relevant daily related party/connected transactions shall be disclosed in the annual report and the interim report of the Company in accordance with the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and 4. It was agreed that the resolution shall be submitted to the general meeting of the Company for consideration.

The Announcement of Expected Daily Related Party/Connected Transactions of the Company in 2024 was disclosed by the Company on March 29, 2024.

(II) Disclosure of Financial Information in Financial Reports and Regular Reports

During my term of office in 2024, before the Board considers and discloses the financial information in the financial reports and regular reports, the Audit Committee of the Board and the Independent Directors carefully reviewed the contents of the financial reports and regular reports. As an Independent Director, I fully expressed my opinions on the key issues in the regular reports and financial reports, so as to ensure that the contents of the regular reports and financial reports were true, accurate and complete, and did not contain any false records, misleading statements or major omissions.

The Company disclosed the 2023 Annual Report, the 2024 First Quarterly Report on March 29 and April 30,2024, respectively.

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

(III) Disclosure of the Internal Control and Evaluation Report

In March 2024, the Audit Committee and the Risk Management Committee of the Board of the Company, and the Board of Directors considered and approved the Internal Control and Evaluation Report for the Year 2023. As an Independent Director, I considered the report and expressed my independent opinion that the Company had further established and refined its internal control systems covering the Company's various business and management areas for the year 2023, and that no significant deficiencies in the design or implementation of internal control had been identified as at December 31, 2023; the Internal Control and Evaluation Report comprehensively, truly and accurately reflected the actual situation of the Company's internal control and contained no false records, misleading statements or material omissions; they concurred with the Internal Control and Evaluation Report of GF Securities for the Year of 2023.

The Internal Control and Evaluation Report for the Year of 2023 was disclosed by the Company on March 29, 2024.

(IV) Engagement of Auditors

The Audit Committee of the Board of the Company and the Board of Directors considered and approved the resolution regarding engagement of auditors in 2024 in March 2024, and the same was considered and approved at the general meeting in May 2024, agreeing to re-appoint Ernst & Young Hua Ming LLP as the PRC domestic auditor of the Company in 2024, and Ernst & Young as the overseas auditor of the Company in 2024. The operating management of the Company was authorized at the general meeting to negotiate and determine the 2024 audit fee with the firms in accordance with market principle. As an Independent Director, I considered the resolution and expressed my pre-approval opinions and independent opinions.

C-51 -

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

The Company disclosed the Announcement on the Proposed Re-appointment of Accounting Firms on March 29, 2024.

(V) Nomination or Appointment or Removal of Directors

The Nomination Committee of the Board of Directors of the Company and the Board of Directors considered and approved the Resolution on the Nomination of Candidates for the Non-Independent Directors of the Eleventh Session of the Board of Directors of the Company and the Resolution on the Nomination of Candidates for the Independent Directors of the Eleventh Session of the Board of Directors of the Company in April 2024. As the chairman of the Nomination Committee and Independent Director of the Board, I have carefully considered the aforesaid resolution and believe that the candidates for non-Independent Director and Independent Director of the Company meet the relevant qualification requirements.

(VI) Profit Distribution

As an Independent Director, I reviewed the proposal and expressed my independent opinion that the profit distribution resolutions of the Company for 2023 was in compliance with the relevant provisions of laws, regulations, regulatory documents and the Articles of Association, and was in line with the actual operating conditions of the Company, and no harm to the Company's Shareholders, especially the minority Shareholders, was caused; consent was given to the profit distribution plan prepared by the Board of Directors and submission of the plan to the Company's 2023 annual general meeting for consideration.

(VII) Remuneration of Directors and Senior Management Officers

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Director and a member of the Remuneration and Appraisal Committee, I considered the resolution and expressed my independent opinion on the Resolution on Distribution of Performance-based Remuneration for the Management for the Year of 2023 and had no objection to the distribution of performance-based remuneration for the management for the year of 2023.

(VIII) External Guarantees and Use of Funds

In March 2024, as an Independent Director, I conscientiously understood and prudently examined the Company’s funds used by and the Company’s guarantees given to the controlling Shareholder, de facto controller and other related parties of the Company. During my term of office in 2024, the Company did not have controlling Shareholder nor de facto controller, and there was no use of the Company’s funds by related parties (except for operating business transactions). Save guarantees for subsidiaries given by the Company and guarantees given by the subsidiaries for their subsidiaries, no guarantee was provided to entities outside the scope of consolidated financial statements. I was of the view that the Company had strictly complied with the requirements of relevant laws and regulations, had taken practical measures to prevent the controlling Shareholder, de facto controller and other related parties from using the Company’s funds, and had strictly controlled the matters of guarantees. The Company was always prudent in handling and strict in controlling the risks of liabilities arising from guarantees, and the guarantees provided were in compliance with the relevant requirements and statutory approval procedures, and the information disclosure obligations for guarantees were conscientiously fulfilled in accordance with the relevant regulations.

(IX) Implementation of Information Disclosure Management System

During my term of office in 2024, I strictly abided by the Guidelines on Self-discipline Supervision of Listed Companies on the Shenzhen Stock Exchange No. 5 – Management of Information Disclosure Affairs and other relevant regulations, reviewed the establishment and operation of the Company’s information disclosure affairs management system, and examined and supervised the regular reports and interim announcements of the Company.

– C-53 –

ANNEX C

2024 DUTY PERFORMANCE REPORTS OF THE INDEPENDENT DIRECTORS

Except for the above matters, during my term of office in 2024, the following circumstances did not occur in the Company: (1) the Company and related parties changed or waived the undertakings; (2) the Board of Directors made decisions and took measures against the acquisition of the Company; (3) appointment or dismissal of the person in charge of the Company's financial affairs; (4) correction of accounting policies, accounting estimates or significant accounting errors due to reasons other than changes in accounting standards; (5) appointment or dismissal of senior management officers; (6) formulation or change of the share incentive schemes, employee share ownership plans, granting of interests to incentive participants or fulfillment of conditions for exercise of interests; (7) such matters as the arrangement of shareholding plans by the directors and senior management officers in the subsidiaries proposed for a spin-off, etc.

IV. OVERALL EVALUATION AND SUGGESTIONS

During my term of office in 2024, I strictly complied with the relevant laws and regulations, regulatory provisions, self-regulatory rules and the provisions of the Articles of Association of the Company, had sufficient time and energy to fulfill my duties as an Independent Director, actively undertook the duties of the Board and its special committees, gave full play to my own expertise in the process of the Company's major decision-making, earnestly considered the various resolutions, and actively offered advice and suggestions to promote scientific and efficient decision-making by the Board and safeguard the overall interests and legitimate rights and interests of all Shareholders, and made due contribution to the improvement of the Company's governance level.

Independent Director: Hu Bin

C-54 -

ANNEX D

2024 FINAL FINANCIAL REPORT

Dear Shareholders,

We hereby present the 2024 Final Financial Report of GF Securities as follows:

In 2024, in the face of a more complicated market situation, the operating management of the Company led all employees to promote business transformation and achieved good operating performance.

I. FINANCIAL POSITION OF 2024

As of the end of 2024, total assets of the Group were RMB758,745 million, representing an increase of RMB76,563 million from the beginning of the year, mainly due to the increase in monetary funds and margin financing. The total liabilities of the Group were RMB605,660 million, increasing by RMB64,154 million from the beginning of the year. Total liabilities excluding the balance of accounts payable to brokerage customers amounted to RMB430,320 million, representing an increase of RMB20,825 million as compared with the beginning of the year, which was mainly attributable to the increase in the short-term financing payables and financial assets sold under repurchase agreements. Shareholders' equity attributable to the parent company was RMB147,602 million, increasing by RMB11,884 million from the beginning of the year, mainly resulted from the net profit, issuance of perpetual bonds, distribution of cash dividends and the provision of interest on perpetual bonds recorded during the year.

II. PROFITABILITY IN 2024

In 2024, the Group realized operating revenue of RMB27,199 million, increasing by 16.74% from the previous year. Among which: (1) the Group recorded net fee income and commission income from brokerage business of RMB6,650 million, increasing by 14.45% from the previous year, mainly due to the increase in trading volume of stocks and funds in the market; (2) the Group realized net fee income from investment banking business of RMB778 million, up 37.42% from the previous year, mainly due to the increase in bond underwriting revenue; (3) the Group realized net fee income from asset management and fund management business of RMB6,885 million, a decrease of 10.90% compared with the previous year, mainly affected by the decrease in management fee rate; (4) the Group realized net interest income of RMB2,348 million, a decrease of 25.11% compared with the previous year, mainly due to the decrease in interest income from margin financing and securities lending business and other debt investments; (5) the Group realized investment income of RMB8,577 million, an increase of 61.81% compared with the previous year, mainly due to the increase in investment income of financial instruments; (6) the Group realized gain from fair value changes of RMB-35 million, an increase of RMB976 million compared with the previous year, mainly from the increase in fair value of financial instruments; (7) the Group realized other income of RMB682 million, a decrease of 30.50% compared with the previous year, mainly due to the year-on-year decrease in government incentives; (8) the Group realized other business income of RMB842 million, increased by 116.81% from the previous year, mainly due to the increase in income from the sale of bulk commodities.

D-1 -

ANNEX D

2024 FINAL FINANCIAL REPORT

The Group incurred a total of RMB15,731 million in operating expenses, an increase of 8.45% from the previous year, mainly comprised of a total of RMB14,792 million in operating and administrative expenses, an increase of 6.53% from the previous year.

The Group's non-operating revenue was RMB415 million, non-operating cost was RMB31 million. The total profit of the Group was RMB11,852 million after deducting the operating cost and net non-operating cost from operating revenue and the net profit attribute to the parent company was RMB9,637 million, increasing by 35.54% and 38.11% from the previous year respectively.

III. OPERATING CONDITIONS OF PARENT COMPANY AND SUBSIDIARIES

In 2024, the parent company realized operating revenue of RMB18,596 million and net profit of RMB9,192 million, increasing by 27.41% and 31.60% from the previous year respectively.

The operating conditions of each subsidiary were as follows: GF Futures realized operating revenue of RMB1,993 million and net profit of RMB370 million; GFHK realized operating revenue of RMB977 million and net profit of RMB736 million; GF Xinde realized operating revenue of RMB166 million and net profit of RMB29 million; GF Qianhe realized operating revenue of RMB-857 million and net profit of RMB-698 million; GF Asset Management realized operating revenue of RMB-274 million and net profit of RMB-593 million; Guangfa Financial Leasing realized operating revenue of RMB12 million and net profit of RMB2 million; GF Fund realized operating revenue of RMB7,260 million and net profit of RMB2,000 million.

IV. KEY FINANCIAL INDICATORS OF THE GROUP AND RISK CONTROL INDICATORS OF THE PARENT COMPANY

1. Key financial indicators

Item	2024	2023
Earnings per share (RMB)	1.15	0.83
Net assets per share attributable to owners of the parent company (RMB)^{Note}	19.37	17.81
Return on weighted average net assets	7.44%	5.66%

Note: Net assets per share attributable to owners of the parent company = Net assets attributable to owners of the parent company/Total share capital.

ANNEX D

2024 FINAL FINANCIAL REPORT

2. Key regulatory indicators of the parent company

Item	End of 2024	Pre-warning standard	Regulatory standard
Net capital	RMB95,860 million
Risk coverage ratio	240.64%	≥120%	≥100%
Capital leverage ratio	11.98%	≥9.6%	≥8%
Liquidity coverage ratio	161.14%	≥120%	≥100%
Net stable funding ratio	135.25%	≥120%	≥100%
Net capital/net assets	72.88%	≥24%	≥20%
Net capital/liabilities	25.06%	≥9.6%	≥8%
Net assets/liabilities	34.38%	≥12%	≥10%
Proprietary equity securities and securities derivatives/net capital	31.55%	≤80%	≤100%
Proprietary non-equity securities and securities derivatives/net capital	296.51%	≤400%	≤500%

All regulatory indicators of the parent company were in compliance with the regulatory standards.

Please kindly consider the above resolution.

D-3 -

ANNEX E

RESOLUTION REGARDING THE AUTHORIZATION OF PROPRIETARY INVESTMENT QUOTA OF THE COMPANY FOR 2025

Dear Shareholders,

Pursuant to the requirements of the Regulations for Supervision and Administration of Securities Companies (《證券公司監督管理條例》), 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 Provisions on Strengthening the Supervision and Administration of Listed Securities Companies (《關於加強上市證券公司監管的規定》), the Provisions on the Investment Scope for Proprietary Securities Business of Securities Companies and Related Matters (《關於證券公司證券自營業務投資範圍及有關事項的規定》), the Norms for the Comprehensive Risk Management of Securities Companies (《證券公司全面風險管理規範》), the Guidelines on Proprietary Securities Business of Securities Companies (《證券公司證券自營業務指引》) and the Guidelines for the Liquidity Risk Management of Securities Companies (《證券公司流動性風險管理指引》), in order to further improve the authorization and management of proprietary investment of the Company, in combination with the actual situation of the Company, the authorization of the investment quota for the proprietary business of the Company is proposed as follows:

To authorize the Board of Directors of the Company, subject to compliance with the relevant requirements of the CSRC and self-regulation organization regarding the supervision and administration of securities companies, management of proprietary investment and risk management, and provided that the investment quota of the proprietary securities business of the Company shall not exceed the maximum limit prescribed in the rules and regulations and regulatory documents of the CSRC, to determine reasonably the total amount of maximum limit for the proprietary investment of the Company, and make adjustments to the allocation of the proprietary investment quota in accordance with market conditions, regulatory environment and operating performance, the scope of proprietary investment is limited to the types of securities listed in the List of Securities Investment Products of Proprietary Trading by Securities Companies (《證券公司證券自營投資品種清單》) and its subsequent amendments and recognized by the regulatory department.
To authorize the operating management of the Company to allocate the investment quota for the proprietary business scientifically within the scope of regulatory standards for risk control indicators prescribed under the Administrative Measures for the Risk Control Indicators of Securities Companies (《證券公司風險控制指標管理辦法》), Rules on Computation Standards for Risk Control Indicators of Securities Companies (《證券公司風險控制指標計算標準規定》) and its subsequent amendments and carefully set the risk limit of proprietary business. To authorize the Board of the Company with the right to adjust the proprietary investment quota of the operating management of the Company within the extent authorized under Item 1.
E-1 -

ANNEX E

RESOLUTION REGARDING THE AUTHORIZATION OF PROPRIETARY INVESTMENT QUOTA OF THE COMPANY FOR 2025

To authorize the operating management of the Company to make reasonable adjustments to the size of the proprietary business and the risk limit as needed when amendments are made to external laws and regulations to ensure that the proprietary securities business quota of the Company will not exceed the requirements as stipulated in the rules and regulations and regulatory documents of the CSRC.

It should be noted that the above quota is the maximum limit for the proprietary investment quota determined according to the relevant requirements of the CSRC and the characteristics of market volatility, and its total quantity and variation are not representation of judgments made by the Board of Directors and the operating management of the Company in respect of the market. The above quota does not include the investment quota for long-term equities to be invested by the Company, and the investment quota for long-term equities is still required to be determined and executed in accordance with the relevant decision-making procedures of the Company.

Please kindly consider the above resolution.

E-2 -

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Dear Shareholders,

Pursuant to the relevant requirements of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE Listing Rules") and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules"), and in consideration of its actual condition, the Company has made an estimation of the daily related party/connected transactions that will occur in 2025.

I. ESTIMATION OF DAILY RELATED TRANSACTIONS UNDER THE SZSE LISTING RULES FOR 2025

Category	Type of transaction	Particulars of the relevant transaction	Pricing principle and estimated amount in 2025	Related PartiesNote 1	Actual amount as of the disclosure date (RMB ten thousand)	Actual amount in 2024Note 2
						Actual Amount (RMB ten thousand)	Percentage in the same category of business (%)
Investment Banking	Income from securities underwriting and sponsorship	Income generated from the provision of securities underwriting and sponsorship business services by the Company and controlled subsidiaries to related parties.	Pricing will be determined by reference to the market level. However, since the issue size of securities is greatly affected by market conditions, the trading volume is unpredictable. Therefore, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	Zhongshan Public Utilities and its parties acting in concert	22.88	160.78	0.24
				Liaoning Chengda and its parties acting in concert	-	348.38	0.52
				Other related parties	-	60.76	0.09

– F-1 –

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Category	Type of transaction	Particulars of the relevant transaction	Pricing principle and estimated amount in 2025	Related PartiesNote 1	Actual amount as of the disclosure date (RMB ten thousand)	Actual amount in 2024Note 2	Percentage in the same category of business (%)
	Income from financial advisory service	Income generated from the provision of financial advisory business services by the Company and controlled subsidiaries to related parties.	Pricing will be determined by reference to the market level. However, since customer demand is unpredictable, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	Zhongshan Public Utilities and its parties acting in concert	9.43	83.02	1.41
		Income generated from the provision of financial advisory business services by the Company and controlled subsidiaries to related parties.	Pricing will be determined by reference to the market level. However, since customer demand is unpredictable, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	All related parties of the Company	-	-	-
Wealth Management	Commission income from securities brokerage business	Seat income generated from the provision of trading service to related parties by the Company and controlled subsidiaries through specific trading seats; commission income from providing trading services to related parties, application fees, redemption fees, subscription fees, conversion fees, customer maintenance fees (trailing commissions) and other related income earned from selling funds and other products issued by related parties.	Pricing will be determined by reference to market level. However, since the trading volume is affected by market news and investment decisions, the transaction amount is unpredictable; subscription to funds is driven by customers and is subject to market conditions. The amounts of subscription and redemption is unpredictable; therefore, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	Jilin Aodong and its parties acting in concert	-	-	-
				E Fund Management Co., Ltd.	1,032.77	6,946.20	1.11
				Other related parties	0.87	2.45	0.00

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Type of transaction	Particulars of the relevant transaction	Pricing principle and estimated amount in 2025	Related PartiesNote 1	Actual amount as of the disclosure date (RMB ten thousand)	Actual amount in 2024Note 2
					Actual Amount (RMB ten thousand)	Percentage in the same category of business (%)
Income from investment consultancy businesses	Income generated from the provision of investment consultancy businesses by the Company and controlled subsidiaries to related parties.	Pricing will be determined by reference to the market level. However, since customer demand is unpredictable, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	All related parties of the Company	-	-	-
Interest income from financing businesses including margin financing and securities lending, repurchase transactions, financial leasing and money lending business (Hong Kong)	Interest income received from the provision of financing businesses including margin financing and securities lending, repurchase transactions, financial leasing and money lending business (Hong Kong) by the Company and controlled subsidiaries to related parties.	Pricing will be determined by reference to market level. However, since the trading volume is affected by market news, the relevant business size is unpredictable. Therefore, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	All related parties of the Company	-	0.02	0.00
Commission income from futures business	Commission income generated from the provision of services including transaction and consultation by GF Futures Co., Ltd. and controlled subsidiaries to related parties.	Pricing will be determined by reference to market level. However, since the trading volume is affected by market news and investment decisions, the transaction volume is unpredictable. Therefore, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	Jilin Aodong and its parties acting in concert	-	-	-
			E Fund Management Co., Ltd.	39.46	274.78	0.43
			Other related parties	-	0.35	0.00

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Category	Type of transaction	Particulars of the relevant transaction	Pricing principle and estimated amount in 2025	Related PartiesNote 1	Actual amount as of the disclosure date (RMB ten thousand)	Actual amount in 2024Note 2	Percentage in the same category of business (%)
	Income from spot trading business	Business income generated from the spot trading business conducted by the controlled subsidiaries of the GF Futures Co., Ltd. with related parties.	Pricing will be determined by reference to market level. However, since market news and customer demand is unpredictable, it is difficult to predict the transaction volume and such income of the Company. The actual amount incurred will be adopted for calculation.	All related parties of the Company	-	-	-
Trading and Institution	Trading of securities and financial products	Amount of tradingNote 3 of shares, debentures, derivatives and other securities and financial products (excluding fund and other wealth management products issued by related parties) by the Company and controlled subsidiaries with related parties. Balance of market value of fund and other wealth management products issued by related parties of the Company and held by the Company and controlled subsidiaries at the end of the period.	Pricing will be determined by reference to market level. However, since the trading of securities and financial products is discretionary act of customers and affected by market news, the transaction amount is unpredictable, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	E Fund Management Co., Ltd.	-	-	-
				Other related parties	16,152.11	1,263,258.19	0.05
				E Fund Management Co., Ltd.	795,826.80	282,090.64	3.42

– F-4 –

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Type of transaction	Particulars of the relevant transaction	Pricing principle and estimated amount in 2025	Related PartiesNote 1	Actual amount as of the disclosure date (RMB ten thousand)	Actual amount in 2024Note 2
					Actual Amount (RMB ten thousand)	Percentage in the same category of business (%)
Interest expenses for issuance of income certificates	Interest expenses incurred from the issuance of income certificates by the Company and controlled subsidiaries to related parties.	Pricing will be determined by reference to market level. However, since the subscription of income certificates is the discretionary act of customers and affected by market news, the subscription amount is unpredictable. Therefore, it is difficult to predict the scale of such expenses/liabilities of the Company. The actual amount incurred will be adopted for calculation.	Liaoning Chengda and its parties acting in concert Other related parties	70.67	208.13	0.04
Liabilities incurred from issuance of income certificates	Liabilities incurred when related parties purchase income certificates issued by the Company and controlled subsidiaries.	Liaoning Chengda and its parties acting in concert Other related parties	7,038.82	17,100.62	0.48
Income from market-making business	Income generated from the provision of market-making services by the Company and controlled subsidiaries to related parties	Pricing will be determined by reference to market valuation. However, since the volume of market-making target and market volatility level are unpredictable, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	All related parties of the Company	276.00	-	-
OTC transfer transaction	Income generated by the Company and controlled subsidiaries when providing liquidity for products held by customers of related parties in the OTC market.	Pricing will be determined by reference to market level. However, since the customer demand for liquidity is affected by market news, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	All related parties of the Company	-	-	-

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Category	Type of transaction	Particulars of the relevant transaction	Pricing principle and estimated amount in 2025	Related PartiesNote 1	Actual amount as of the disclosure date (RMB ten thousand)	Actual amount in 2024Note 2	Percentage in the same category of business (%)
	Custody and fund service business	Income generated from the provision of custody and fund service business by the Company to related parties.	Pricing will be determined by reference to market level. Since the scale of products of the custody and fund service business provided is unpredictable, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	All related parties of the Company	-	-	-
Investment Management	Income from entrusted customer asset management business	Management fees and other income generated from wealth management products held by related parties of the Company and managed by the Company, GF Securities Asset Management (Guangdong) Co., Ltd. and GF Futures Co., Ltd. and other subsidiaries.	Pricing will be determined by reference to market level. Since the asset size of the related party customers entrusted to the Company and the income generated according to management results are uncertain and affected by market news with relatively high volatility, it is difficult to predict such income of the Company. The actual amount incurred will be adopted for calculation.	Jilin Aodong and its parties acting in concert	1.46	9.21	0.02
				E Fund Management Co., Ltd.	-	-	-
				Other related parties	1.47	13.09	0.03

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Category	Type of transaction	Particulars of the relevant transaction	Pricing principle and estimated amount in 2025	Related PartiesNote 1	Actual amount in 2024Note 2
					Actual Amount (RMB ten thousand)	Percentage in the same category of business (%)
	Income of management fees from fund products	Management fees and other income generated from fund and other wealth management products issued by GF Fund Management Co., Ltd. and held by related parties of the Company. Management fees and other income generated from fund and other products managed by GF Xinde Investment Management Co., Ltd. and held by related parties of the Company.	The products are issued at net value and the management fees and other fees are charged according to market standards. The specific amount of income is subject to market news and investment judgment, and it is therefore difficult to predict such income. The actual amount incurred will be adopted for calculation.	Jilin Aodong and its parties acting in concert
E Fund Management Co., Ltd.
Other related parties	7.46
2.87
297.55	34.11
13.59
1,300.98	0.01
0.00
0.20
	Joint investment with related parties	The establishment of equity investment fund partnership and investment related enterprises by the Company and its subsidiary engaged in investment business with related parties according to the needs of daily business development.	Investment amount will be determined by reference to market level and relevant agreements. Since the occurrence and size of business are uncertain, the actual amount incurred will be adopted for calculation.	Jilin Aodong and its parties acting in concert
Zhongshan Public Utilities and its parties acting in concert
E Fund Management Co., Ltd.
Other related parties	-
-
-	-
15.82
-
-	-
-
-
-

Note 1: The related parties mentioned in the above table refers to related legal entities and related natural persons as defined in accordance with the SZSE Listing Rules and the Notice on Matters Relating to Further Enhancing Supervision on Related Party Transactions of Securities Companies under Jurisdiction issued by Guangdong Bureau of the CSRC (《中國證監會廣東監管局關於進一步加強轄區證券公司關聯交易監管有關事項的通知》) (Guangdong Zheng Jian Fa [2018] No. 77).
Note 2: For details of expected daily related party transactions of the Company in 2024, please refer to the Announcement of Expected Daily Related Party/Connected Transactions of the Company in 2024 disclosed by the Company on March 29, 2024.
Note 3: The trading of shares, debentures, derivatives and other securities and financial products (excluding fund and other wealth management products issued by related parties) by the Company and controlled subsidiaries with related parties includes issuance and subscription, proprietary transactions, repurchase and lending (with interest included), equity investment, etc. (excluding transactions listed under Article 6.3.11 of the SZSE Listing Rules).

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Other than the aforesaid expected daily related transactions, when the Company entered into the following related transactions with related parties, it is exempted from performing the relevant obligations pursuant to Article 6.3.11 of the SZSE Listing Rules and Article 33 of the Connected Transaction Management System of GF Securities (《廣發證券關聯交易管理制度》):

(1) when one party subscribes in cash for shares and derivative products, corporate bonds or enterprise bonds of the other party under the public offering, except where related parties are included in pre-determined issuing targets;

(2) when one party acts as a member of the underwriting syndicate to underwrite shares and derivative products, corporate bonds or enterprise bonds of the other party under the public offering;

(3) when one party collects dividends, bonus or returns according to the resolution passed at a general meeting of the other party;

(4) when the Company provides products and services to related natural persons stipulated under items (ii) to (iv) of paragraph 3 in Article 6.3.3 of the SZSE Listing Rules on the trading conditions same as those with non-related parties; and

(5) other situations recognized by the Shenzhen Stock Exchange.

II. INTRODUCTION OF MAJOR RELATED PARTIES AND RELATED PARTY RELATIONSHIP UNDER THE SZSE LISTING RULES

The legal representative of Jilin Aodong Pharmaceutical Group Co., Ltd. ("Jilin Aodong") is Li Xiulin. Jilin Aodong has a registered capital of RMB1,196 million and its business scope includes: planting and breeding, business (except for special projects controlled by the state and franchise); machinery repair, warehousing, importing of raw and auxiliary materials, mechanical equipment, instruments, spare parts (except for the 12 imported items which are operated by the specified companies approved by the State) required for the production and scientific research by this enterprise; pharmaceutical industry, pharmaceutical business, pharmaceutical research and development, vehicle rental services, and self-owned real estate operating activities (requiring statutory approvals shall be operated only after receiving approval from relevant authorities). Its registered address is No. 2158, Aodong Street, Dunhua City, Jilin Province. As of September 30, 2024, the amount of total assets of Jilin Aodong was RMB32,896 million and the amount of its ownership equity attributable to shareholders of the listed company was RMB28,999 million. From January to September in 2024, Jilin Aodong had an operating revenue of RMB1,910 million and net profit attributable to shareholders of the listed company of RMB1,244 million. As of September 30, 2024, A Shares and H Shares held by Jilin Aodong and its parties acting in concert in the Company accounted for 20.05% of the Company's total share capital. Mr. Li Xiulin, a director of the Company, serves as the chairman of the board of directors and legal representative of Jilin Aodong. Jilin Aodong has satisfied the requirements of related party relationship specified in paragraph 2 of Article 6.3.3 of the SZSE Listing Rules, and concurrently constitutes a connected person under the Hong Kong Listing Rules. Jilin Aodong has good contract performance and payment capabilities.

F-8 -

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

The legal representative of Liaoning Chengda Co., Ltd. ("Liaoning Chengda") is Xu Biao. It has a registered capital of RMB1,530 million and its business scope includes: self-operated and brokered import and export of goods and technology (other than those prohibited by the country; restricted varieties can only be operated after obtaining a license), imported processing and "three types of processing plus compensation trades" business, counter trade and re-export trade, contract for overseas projects and domestic international bidding projects in the industry, export of equipment and materials required for the above overseas projects, dispatch of labor personnel in the engineering, production and service industries of the industry, purchasing of agricultural and sideline products (except grain), chain operation of chemical fertilizers, cultivation of Chinese herbal medicine, house leasing, warehousing services, coal wholesale operations (requiring approval according to law, and business activities can only be carried out with the approval by the relevant authority). Its registered address is No. 71 Renmin Road, Zhongshan District, Dalian City. As of September 30, 2024, the amount of total assets of Liaoning Chengda was RMB48,506 million and the amount of its ownership equity attributable to shareholders of the listed company was RMB29,544 million. From January to September in 2024, Liaoning Chengda had an operating revenue of RMB8,282 million and net profit attributable to shareholders of the listed company of RMB711 million. As of September 30, 2024, A Shares and H Shares held by Liaoning Chengda and its parties acting in concert in the Company accounted for 17.94% of the Company's total share capital. Mr. Shang Shuzhi, a director of the Company, serves as the honorary chairman of the board of directors and director of Liaoning Chengda. Liaoning Chengda has satisfied the requirements of related party relationship specified in paragraph 2 of Article 6.3.3 of the SZSE Listing Rules, and concurrently constitutes a connected person under the Hong Kong Listing Rules. Liaoning Chengda has good contract performance and payment capabilities.

The legal representative of Zhongshan Public Utilities Group Co., Ltd. ("Zhongshan Public Utilities") is Guo Jingyi. It has a registered capital of RMB1,475 million and its business scope includes: investment and management of public utilities, operation and management of markets, investment and investment planning, consultancy and management, and other businesses (activities subject to approval according to law may only be carried out with the approval by the relevant authority). Its registered address is North Tower, Caixing Building, 18 Xingzhong Road, Zhongshan, Guangdong Province. As of September 30, 2024, the amount of total assets of Zhongshan Public Utilities was RMB30,470 million and the amount of its ownership equity attributable to shareholders of the listed company was RMB17,180 million. From January to September in 2024, Zhongshan Public Utilities had an operating revenue of RMB3,286 million and net profit attributable to shareholders of the listed company of RMB1,022 million. As of September 30, 2024, A Shares and H Shares held by Zhongshan Public Utilities and its parties acting in concert in the Company accounted for 10.55% of the Company's total share capital. Mr. Guo Jingyi, a director of the Company, serves as the chairman of the board of directors and legal representative of Zhongshan Public Utilities. Zhongshan Public Utilities has satisfied the requirements of related party relationship specified in paragraph 2 of Article 6.3.3 of the SZSE Listing Rules, and concurrently constitutes a connected person under the Hong Kong Listing Rules. Zhongshan Public Utilities has good contract performance and payment capabilities.

– F-9 –

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

The legal representative of E Fund Management Co., Ltd. ("E Fund") is Wu Xinrong. E Fund has a registered capital of RMB132 million and its business scope includes: management of securities investment fund issued by public offering, sales of funds, asset management for specific customers (project requiring statutory approvals shall be operated only after receiving approval from relevant authorities). Its registered address is Sixth Floor, No. 188 Rongyue Road, Hengqin New District, Zhuhai, Guangdong Province. As of December 31, 2024, the amount of total assets of E Fund was RMB29,760 million and the amount of its net assets attributable to shareholders of the parent company was RMB19,278 million. In 2024, the operating revenue of E Fund was RMB12,109 million and net profit attributable to shareholders of the parent company was RMB3,917 million. As of December 31, 2024, the Company held 22.65% equity interest in E Fund and was one of its largest shareholders. Mr. Xu Youjun, a deputy general manager of the Company, is also a director of E Fund. E Fund has satisfied the requirements of related party relationship specified in paragraph 2 of Article 6.3.3 of the SZSE Listing Rules but does not constitute a connected person under the Hong Kong Listing Rules. E Fund has good contract performance and payment capabilities.

III. DAILY CONNECTED TRANSACTIONS UNDER THE HONG KONG LISTING RULES IN 2025

For any connected transaction that satisfies the definition of the Hong Kong Listing Rules, the Company will conduct it and perform the relevant decision making and disclosure procedures strictly in accordance with the provisions under the Hong Kong Listing Rules and the Connected Transaction Management System of GF Securities.

Concurrently, the Company is exempted from performing the relevant obligations in accordance with the provisions under Chapter 14A of the Hong Kong Listing Rules and Article 27 of the Connected Transaction Management System of GF Securities, when the following connected transactions occur between the Company and connected parties:

(1) transactions that meet the de minimis level;
(2) financial assistance;
(3) issuance of new securities by listed group companies;
(4) trading of securities on stock exchanges;
(5) directors' service contracts and insurance;
(6) repurchase of securities by listed group companies;
(7) purchase or sale of consumer products or consumer services;
(8) sharing of administration and management services;

– F-10 –

ANNEX F

RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

(9) transactions with the associate(s) of passive investors; and
(10) transactions with connected parties at the subsidiary level.

IV. MAIN CONTENTS OF RELATED PARTY/CONNECTED TRANSACTIONS

(I) Main contents and pricing principles of related party/connected transactions

All businesses between the Company and related/connected parties follow market oriented pricing principles. The major operations and specific pricing principles of the Company are as follows:

Income from securities underwriting and sponsorship and financial advisory: pricing is determined with reference to the market level and industry practice;
Commission income from brokerage business: pricing is determined with reference to the commission rates for similar trading services in the market;
Interest income from margin financing and securities lending, repurchase transaction services and money lending (Hong Kong): pricing is determined with reference to the market level;
Commission income from futures business: pricing is determined with reference to the commission rates for similar trading or consultation services in the market;
Income from agency sale of funds and other products: charges are made according to the unified sales policy when the products are issued by fund companies;
Trading of securities and financial products: pricing will be determined with reference to market level including market news, fair value and net value of products;
Issuance of income certificates: pricing is determined with reference to the market level and industry practice;
Income from market-making business: pricing is determined with reference to the market level;
Income from OTC transfer transactions: pricing is determined with reference to the market level;
Income from custody and fund service business: pricing is determined with reference to the market level;

– F-11 –

ANNEX F RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Income from entrusted customer asset management business: pricing is determined by reference to the market level and industry practice;
Income from issuance of fund and other wealth management products: the products are issued at net value and the management fees and other related fees are charged with reference to the market level;
Joint investment: investment amount is determined by reference to market level and relevant agreements.

(II) Signing of related party/connected transactions agreements

With the expected range of annual daily related party/connected transactions, when related party/connected transactions occur, the Company will enter into separate relevant agreements. Where related party/connected transactions occurred beyond the expected range, the Company will carry out the approval procedures and perform the obligation of information disclosure in a timely manner according to relevant internal and external requirements.

V. PURPOSES OF THE TRANSACTIONS AND IMPACT ON THE COMPANY

(I) Each of the daily related/connected transactions contemplated by the Company is beneficial for the Company in developing new businesses and broadening its income stream during its daily operations;

(II) The pricing of the relevant related/connected transactions can be made with reference to market prices available, for which the Company intends to implement at a fair price, which will not damage the interests of the Company and minority Shareholders;

(III) The relevant related/connected transactions do not affect the independence of the Company. The major businesses of the Company have not relied on the related/connected parties as a result of the above related/connected transactions.

VI. DELIBERATIONS AT THE SPECIAL MEETING OF INDEPENDENT DIRECTORS

The first special meeting of Independent Directors of the eleventh session of Board of the Company in 2025 reviewed and approved this resolution and issued the following opinions:

The relevant daily related party/connected transactions are intended to be executed at a fair price and will not damage the interests of the Company and the Shareholders, particularly minority Shareholders;

– F-12 –

ANNEX F

RESOLUTION REGARDING THE 2025 EXPECTED DAILY RELATED PARTY/CONNECTED TRANSACTIONS OF THE COMPANY

Carrying out the relevant daily related party/connected transactions is in line with the actual business needs of the Company and beneficial for promoting the business growth and long-term development of the Company;
The relevant daily related party/connected transactions shall be disclosed in the annual report and the interim report of the Company in accordance with the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
It is agreed to implement the daily related/connected transactions mentioned in this resolution. It is agreed that if the above related/connected transactions constitute connected transactions under the Hong Kong Listing Rules, the Company shall comply with the requirements of Chapter 14A of the Hong Kong Listing Rules in fulfilling the information disclosure obligations and the relevant approval procedures; and that this resolution be submitted to the general meeting of the Company for consideration.

It is hereby proposed to the general meeting:

to agree the implementation of the related/connected transactions set out in this resolution; and agree that the Company shall perform its obligation of information disclosure and carry out the relevant approval procedures in accordance with the requirements under Chapter 14A of the Hong Kong Listing Rules, if the above related party/connected transactions constitute connected transactions under the Hong Kong Listing Rules;
to authorize the Board and agree the Board to delegate the operating management to enter into new agreements or renew the relevant agreements within the scope of the expected daily related/connected transactions in 2025 based on business needs.

Related/connected shareholders including Jilin Aodong Pharmaceutical Group Co., Ltd. and persons acting in concert, Liaoning Chengda Co., Ltd. and persons acting in concert, Zhongshan Public Utilities Group Co., Ltd. and persons acting in concert, shall abstain from voting on the resolution, and shall not accept appointment from other Shareholders as proxies in voting.

Please kindly consider the above resolution.

– F-13 –

ANNEX G

RESOLUTION REGARDING THE PROVISION OF GUARANTEES FOR OFFSHORE LOANS OF GF FINANCIAL MARKETS (UK) LIMITED

Dear Shareholders,

GF Securities Co., Ltd. carries on futures brokerage business such as commodities overseas through GF Financial Markets (UK) Limited (hereinafter referred to as the “UK Company”), a wholly-owned subsidiary of GF Futures (Hong Kong) Co., Limited, a wholly-owned subsidiary of GF Futures Co., Ltd. (hereinafter referred to as “GF Futures”). According to the business development needs of the UK Company, the Company now applies for continuing to provide guarantees for offshore loans of the UK Company.

I. BASIC INFORMATION

Basic Information about UK Company

The UK Company, regulated by the Financial Conduct Authority (FCA), is the first Chinese-funded grade 1 member of the London Metal Exchange, and has membership of institutions such as the clearing house of the London Metal Exchange, the London Stock Exchange, the European Intercontinental Futures Exchange and the European Intercontinental Clearing House.

As the only wholly-owned platform of the Group in Europe, the UK Company actively responds to the country's call for “enhancing the economic capabilities of financial service entities”. Since its acquisition by the Company in 2013, the UK Company has provided non-ferrous metals, iron ore, energy, foreign exchange and others trading, liquidation and execution services of international major commodity exchanges to over 100 Chinese-invested industrial customers, which gained relatively wide recognition from customers and the market.

According to the consolidated financial statements of GF Futures prepared in accordance with the PRC Accounting Standards, the UK Company whose accounts were consolidated, as of 31 December 2024, had total assets of US$468 million, total liabilities of US$353 million (of which, bank loans totaled 0), and net assets of US$115 million, the asset to liability ratio was 75.50%. In 2024, operating income was US$30,276,400, an increase of 21.45% year on year; total profit was US$15,815,600, an increase of 26.56% year on year; net profit was US$11,900,200, an increase of 25.81% year on year.

Basic Information on and Evaluation of the Operation Effect of the Internal Guarantee and External Loan Financing Project since 2021

Pursuant to the Resolution Regarding the Provision of Guarantees for Offshore loans of GF Financial Markets (UK) Limited considered and approved at the thirteenth meeting of the tenth session of the Board of Director in March 2021, the Company was approved to apply to domestic commercial banks for issuing financing letters of guarantee (or standby letters of credit) with an ongoing cumulative balance of not more than US$140 million. The aforesaid financing letters of guarantee (or standby letters of credit) have a term of not more than 4 years and provide guarantees for the UK Company to apply to overseas commercial banks for

– G-1 –

ANNEX G

RESOLUTION REGARDING THE PROVISION OF GUARANTEES FOR OFFSHORE LOANS OF GF FINANCIAL MARKETS (UK) LIMITED

liquidity loans with a balance up to the corresponding amounts. The Company shall assume the liability to guarantee up to the amount of the financing letters of guarantee (or standby letters of credit) ultimately and actually issued. The validity period of the resolution is 60 months from the date of the consideration and approval of this resolution by the Board.

Up to present, the Company has applied to domestic commercial banks for issuing financing letters of guarantee (or standby letters of credit) with an ongoing cumulative balance of US$140 million for the offshore loans of the UK Company.

During the period, the UK Company used the relevant funds strictly in accordance with the financing purpose reported to the regulator, repaid the principal and the interest on time and in full, without the occurrence of default events and with good credit performance, and the relevant liquidity funds better promoted the business growth of the UK Company. From 2022 to 2024, the operating income of the UK Company whose accounts were consolidated under the PRC Accounting Standards achieved US$17,337,800, US$24,929,100 and US$30,276,400, respectively; from 2022 to 2024, net profit achieved US$4,114,300, US$9,458,500 and US$11,900,200, respectively.

3. Main Content of the Proposed Application by the Company to Continue to Provide Guarantees for Offshore loans of the UK Company

Given that the aforesaid resolution of the Board is valid until March 2026 and the relevant financing letters of guarantee (or standby letters of credit) that have been issued so far gradually expires during the year, the remaining validity period of the resolution will be less than 1 year. If the aforementioned financing letters of guarantee (or standby letters of credit) expires, and the Company continues to apply to domestic commercial banks for issuing a new one for such offshore loans of the UK Company, it will not be able to meet the bank's requirement that the validity period of the relevant resolution shall cover the period of the guarantee. To further promote the business development of the UK Company, supplement the working capital, and promote the implementation of the Company's internationalization strategy, it is proposed as follows:

(1) the Company applies to domestic commercial banks for issuing financing letters of guarantee (or standby letters of credit) with an ongoing cumulative balance of not more than US$140 million. The aforesaid financing letters of guarantee (or standby letters of credit) have a term of not more than 5 years and provide guarantees for the UK Company to apply to overseas commercial banks for liquidity loans with a balance up to the corresponding amounts. The Company shall assume the liability to guarantee up to the amount of the financing letters of guarantee (or standby letters of credit) ultimately and actually issued;

(2) The resolution is valid for 72 months from the date of consideration and approval of the resolution by the general meeting;

G-2 -

ANNEX G

RESOLUTION REGARDING THE PROVISION OF GUARANTEES FOR OFFSHORE LOANS OF GF FINANCIAL MARKETS (UK) LIMITED

(3) The management is authorized to go through specific relevant procedures such as completing the procedures for applying to the regulatory authorities for filing, selecting and determining the cooperative institutions based on business development needs, signing the relevant agreements in accordance with the relevant laws and regulations.

4. Description of Procedures for the Company's Internal Decision-making

The asset to liability ratio of the UK Company as of December 31, 2024 has exceeded 70%. Pursuant to the relevant provisions of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Articles of Association, the guarantees provided by the Company for collaterals with an asset to liability ratio exceeding 70% shall be submitted to the general meeting of the Company for consideration.

5. Description of the Procedures for Applying for External Approval/Approval Registration/Filing

Pursuant to the Administrative Measures for the Administration of the Formation, Acquisition and Purchase of Non-Controlling Shares of Overseas Business Institutions by Securities Companies and Securities Investment Fund Management Companies (《證券公司和證券投資基金管理公司境外設立、收購、參股經營機構管理辦法》) and the Administrative Measures for the Approval Registration of Mid-to-Long Term Foreign Debt of Enterprises (《企業中長期外債審核登記管理辦法》) (to the extent necessary), the Company will go through the relevant procedures based on the actual situation for applying to the regulatory authorities and/or competent authorities for approval/approval registration/filing in respect of the proposed provision of guarantees for offshore loans of the UK Company.

II. ANALYSIS OF THE NECESSITY OF THIS APPLICATION

1. The business development needs of the UK Company

The UK Company has maintained steady operation for consecutive years with good profitability and no significant compliance risk events. From 2022 to 2024, the return on weighted average net assets of the UK Company is 4.52%, 9.68% and 10.96%, respectively. In 2024, the UK Company was awarded the Business Growth Award of the Business Achievement Award by China Chamber of Commerce in the UK (英國中國商會).

The stable development of the business of the UK Company is inseparable from the Group's strong support in terms of liquidity. In the UK local market, futures brokers usually provide certain credits to institutional clients with better qualifications to meet customers' trading needs. This credit trading model complies with local regulatory rules and practices. Accordingly, this type of credit business requires a large amount of liquidity support. If the fluctuation direction of the relevant commodity in the market is opposite to the direction of positions held by customers of the UK Company, the UK Company needs to prepare sufficient

G-3 -

ANNEX G

RESOLUTION REGARDING THE PROVISION OF GUARANTEES FOR OFFSHORE LOANS OF GF FINANCIAL MARKETS (UK) LIMITED

liquidity funds to respond to the margin call requirement of the exchange and the previous liquidator. The Company’s continued provision of liquidity support for the offshore loans of the UK Company with financing letters of guarantee with cumulative balance of not more than US$140 million will help the UK Company consolidate its existing advantages, increase business scale and strengthen competitive advantages.

Compared to other loan models, the internal guarantee and external loan financing model have certain advantages.

Compared to the internal guarantee and external loan financing model, first, there exist gaps in the Group’s internal loan model in terms of timeliness, convenience and economy. Second, at this stage, the offshore loans directly applied by the UK Company cannot meet the needs of temporary withdrawal and short-term use of funds. Third, offshore rates are still at a high level, and the cost of long-term borrowings is much higher than the cost of internal guarantee and external loan financing, resulting in low capital efficiency.

In summary, this application for the internal guarantee and external loan financing project is still necessary and economical.

III. ABOUT CHOOSING COOPERATIVE COMMERCIAL BANKS

To strive for the provision of the internal guarantee and external loan financing support by commercial banks for the UK company, the Company has contacted and negotiated with various commercial banks. To ensure the UK company’s liquidity needs are securely supported, and to reduce and effectively prevent the uncertainty risk existing in the subsequent final approval of the project by a single bank, the Company simultaneously approached and made inquiries of a number of banks so as to better choose the partner according to factors such as the financing model and cost.

IV. OTHER INFORMATION

The impact of the guarantee on the Company’s risk control indicators

Pursuant to the Administrative Measures for Risk Indicators of Securities Companies (《證券公司風險控制指標管理辦法》) and its supporting rules, for the provision of guarantees by securities companies to subsidiaries at all levels, the net capital shall be deducted based on the corresponding proportion of the guarantee amount, and other risk control indicators related to net capital, including risk coverage ratio and capital leverage ratio, shall be further affected. Up to present, the Company has applied to domestic commercial banks for issuing financing letters of guarantee (or standby letters of credit) with an ongoing cumulative balance of US$140 million in aggregate for the offshore loans of the UK Company. The amount of external guarantees has been included in the calculation of risk control indicators. Each of the risk control indicators of the Company continues to meet the regulatory requirements with a certain margin of safety. Since the amount of the financing letters of guarantee in this

– G-4 –

ANNEX G

RESOLUTION REGARDING THE PROVISION OF GUARANTEES FOR OFFSHORE LOANS OF GF FINANCIAL MARKETS (UK) LIMITED

application remains unchanged, the Company's demand for capital in various businesses is relatively stable. Without considering the situation of replenishing net capital through other channels, the Company's net capital and risk control indicators can support the guarantee of US$140 million for the UK Company.

2. Description of the Company's accumulated external guarantees

The shareholders' meeting of GF Holdings (Hong Kong) Corporation Limited, a wholly-owned subsidiary of the Company, resolved to provide performance guarantee for the structured note program with a total size of not more than US$4 billion (or its equivalent in other currencies) issued by its wholly-owned subsidiary GF Global Capital Limited ("GF Global Capital"), to ensure that GF Global Capital will execute the note contract in accordance with the terms of the note, and the guarantee amount shall not exceed US$4 billion (or its equivalent in other currencies).

On September 12, 2024, GF Financial Holdings BVI Ltd. completed the issuance of US$300 million offshore bonds with floating interest rate. On March 13, 2025, GF Financial Holdings BVI Ltd. completed the issuance of US$380 million offshore bonds with floating interest rate and RMB800 million offshore bonds with fixed interest rate. The Company provides unconditional and irrevocable guarantees for the repayment obligations under the aforesaid debts, which covers the bond principal, corresponding interest, offshore bonds and other payment obligations under the trust deed.

Except for the above guarantees, the Company and its subsidiaries do not have other external guarantees/counter-guarantees that still have guarantee liabilities, and there are no overdue guarantees/counter-guarantees and guarantees/counter-guarantees involved in litigation.

To sum up, to further promote the business development of the UK Company, supplement the working capital, and carry forward the implementation of the Company's internationalization strategy, it is proposed at the general meeting as follows:

It is agreed that the Company applies to domestic commercial banks for issuing financing letters of guarantee (or standby letters of credit) with an ongoing cumulative balance of not more than US$140 million. The aforesaid financing letters of guarantee (or standby letters of credit) have a term of not more than 5 years and provide guarantees for the UK Company to apply to overseas commercial banks for liquidity loans with a balance up to corresponding amounts. The Company shall assume the liability to guarantee up to the amount of the financing letters of guarantee (or standby letters of credit) ultimately and actually issued;
The resolution is valid for 72 months from the date of consideration and approval of the resolution by the general meeting;

– G-5 –

ANNEX G

RESOLUTION REGARDING THE PROVISION OF GUARANTEES FOR OFFSHORE LOANS OF GF FINANCIAL MARKETS (UK) LIMITED

The management is authorized to go through specific relevant procedures such as completing the procedures for applying to the regulatory authorities for filing, selecting and determining the cooperative institutions based on business development needs, signing the relevant agreements in accordance with the relevant laws and regulations.

Please consider the above resolution.

G-6 -

ANNEX H

RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY

Dear Shareholders,

In order to meet the business operation needs of the Company, replenish working capital, adjust the debt structure, further improve the authorization management of the Company’s debt financing, ensure the smooth implementation of financing work and seize market opportunities in a timely manner, it is intended to re-apply for the general mandate of issuances of onshore and offshore debt financing instruments, and to propose to the general meeting for authorizing the Board and permitting the Board to authorize the authorized persons (being the Company’s chairman, vice chairman, general manager and chief financial officer) to jointly or individually execute the relevant documents subject to the importance of the authorized matters. In particular, it is agreed to:

issue corporate onshore and offshore debt financing instruments on an one-off or multiple issuances or multi-tranche issuances basis, including but not limited to: onshore short-term financing bills, short-term corporate bonds, corporate bonds subordinated bonds (including perpetual subordinated bonds), renewable bonds, financial bonds, exchangeable bonds, structured notes, debt financing asset-backed securities, and other varieties approved by the regulatory authorities; offshore corporate bonds denominated in foreign currencies (such as US dollar and Euro) and offshore RMB denominated corporate bonds, medium-term note plans, notes (including but not limited to commercial notes), renewable bonds, subordinated bonds (including perpetual subordinated bonds) and other varieties approved by the regulatory authorities.
implement the subsequent issuance and authorization of the above-mentioned corporate onshore and offshore debt financing instruments in accordance with this resolution.
carry out the implementation and authorization of credit lending, bond repurchases and other financial instruments (excluding the abovementioned onshore and offshore debt financing instruments) in accordance with the Resolution on the Authorization of Debt Financing by the Company, which was considered and passed at the third extraordinary general meeting of the Company in 2014.
H-1 -

ANNEX H

RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY

Details of which are as follows:

I. ISSUING ENTITY, SIZE OF ISSUANCE AND METHOD OF ISSUANCE

The Company or its wholly-owned subsidiary(ies) shall be the issuing entity(ies) of the corporate onshore and offshore debt financing instruments; in case debt financing asset-backed securities are issued, the Company or its wholly-owned subsidiary(ies) will be the originator(s) and assets servicing agency(ies). The corporate onshore and offshore debt financing instruments shall be issued on a one-off or multiple issuances or multi-tranche issuances basis through public offerings in the PRC and overseas or through private placements or through other ways permitted by the regulatory authorities.

The balance of the corporate onshore and offshore debt financing instruments in total shall not exceed 400% of the net assets at the end of the latest financial period, calculated based on the aggregate balance outstanding on the issued instruments (including the outstanding balance of current issued onshore and offshore debt financing instruments). In the case of an instrument denominated in a foreign currency, based on the median price of the exchange rate announced by the People's Bank of China on the date of each issuance. The actual size of issuance of each debt financing instruments shall be in compliance with the requirements prescribed in the relevant laws and regulations on the maximum amount of the debt financing instruments to be issued and related requirements for various risk control indicators.

II. TYPE OF DEBT FINANCING INSTRUMENTS

The corporate onshore and offshore debt financing instruments referred to in this resolution include but are not limited to: onshore short-term financing bills, short-term corporate bonds, corporate bonds subordinated bonds (including perpetual subordinated bonds), renewable bonds, financial bonds, exchangeable bonds, structured notes, debt financing asset-backed securities, and other varieties approved by the regulatory authorities; offshore corporate bonds denominated in foreign currencies (such as US dollar and Euro) and offshore RMB denominated corporate bonds, medium-term note plans, notes (including but not limited to commercial notes), renewable bonds, subordinated bonds (including perpetual subordinated bonds) and other varieties approved by the regulatory authorities.

The corporate onshore and offshore debt financing instruments referred to in this resolution shall not contain any provision for conversion into the shares, and shall not be linked to the shares and any equity derivatives of the Company.

The types of the corporate onshore and offshore debt financing instruments and the priorities for repayment of creditors shall be determined according to the relevant regulations and the then prevailing market conditions at the time of issuance.

H-2 -

ANNEX H

RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY

III. TERM OF DEBT FINANCING INSTRUMENTS

The term of the corporate onshore and offshore debt financing instruments shall be no longer than 15 years (inclusive), with a single term or hybrid type with multiple terms. The issuance of perpetual subordinated bonds, renewable bonds and other types without fixed terms shall not be subject to the above term. The actual term and size of each type with different terms shall be determined in accordance with the relevant regulations and the then prevailing market conditions.

IV. INTEREST RATE OF THE DEBT FINANCING INSTRUMENTS

The interest rate of the corporate onshore and offshore debt financing instruments as well as the method of calculation and payment of principals and interests thereof shall be determined through negotiation with lead underwriters (if any) based on the then prevailing market conditions at the time of issuance of the onshore and offshore debt financing instruments and in accordance with relevant applicable laws and regulations and departmental rules.

V. SECURITY AND OTHER ARRANGEMENTS

The Company or its wholly-owned subsidiary(ies) shall be the issuing entity(ies) of the corporate onshore and offshore debt financing instruments; in case debt financing asset-backed securities are issued, the Company or its wholly-owned subsidiary(ies) will be the originator(s) and assets servicing agency(ies). The guarantee and other credit enhancement arrangements shall be determined lawfully according to the characteristics and the issuance requirements of the onshore and offshore debt financing instruments.

The Company, its wholly-owned subsidiary(ies) and/or third parties can, depending on each issuance composition, provide guarantees and/or counter-guarantees, letter of support and/or keep-well agreement for the onshore and offshore debt financing instruments issued by the onshore and offshore wholly-owned subsidiary(ies) of the Company (including wholly-owned subsidiaries with a debt to assets ratio of more than 70%). The scope of the guarantee includes the debt financing principal, the corresponding interests and other expenses, etc. The guarantee method includes warranty, mortgage, pledge and other methods permitted by relevant laws and regulations.

The amount of a single guarantee provided by the Company or its wholly-owned subsidiary(ies) for the onshore and offshore debt financing instruments issued by the onshore and offshore wholly-owned subsidiary(ies) of the Company (including wholly-owned subsidiary(ies) with a debt to assets ratio of more than 70%) shall not exceed 10% of the Company's latest audited net assets and the total guarantee amount shall not exceed 50% of the Company's latest audited net assets (the total guarantee amount shall be the guarantee balance corresponding to the outstanding debt to be repaid). If the amount of guarantee provided by the

H-3 -

ANNEX H

RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY

Company or its wholly-owned subsidiary(ies) for the onshore and offshore debt financing instruments issued by the onshore and offshore wholly-owned subsidiary(ies) of the Company (including wholly-owned subsidiary(ies) with a debt to assets ratio of more than 70%) exceed the above-mentioned percentage, it shall be dealt with according to the relevant provisions of Articles of Association of GF Securities Co., Ltd.

VI. USE OF PROCEEDS

The proceeds raised from the issuances of the corporate onshore and offshore debt financing instruments shall be used to meet the business operation needs of the Company, adjust the debt structure of the Company, replenish the working capital of the Company and/or make project investment, and for other purposes permitted by relevant laws and regulations and/or regulatory authorities.

VII. ISSUING PRICE

The issuing price of the corporate onshore and offshore debt financing instruments and the method for pricing thereof shall be determined in accordance with the then prevailing market conditions at the time of each issuance and the relevant laws and regulations.

VIII. TARGETS OF ISSUANCE

The targets to which the corporate onshore and offshore debt financing instruments are issued shall be the onshore and offshore institutional and/or individual investors and/or other professional investors that meet the subscription conditions. The specific issue targets shall be determined according to relevant laws and regulations, market conditions and other specific matters related to the issuance.

The corporate onshore and offshore debt financing instruments may be placed to the Shareholders of the Company. The specific placement arrangements (including whether to make such placements and the placement proportion, etc.) shall be determined by taking into account the then prevailing market conditions and the relevant laws and regulations.

IX. LISTING OF THE DEBT FINANCING INSTRUMENTS

The relevant matters involved in the application for the listing of the corporate onshore and offshore debt financing instruments (if relevant) shall be determined in accordance with the domestic and overseas laws and regulations, the requirement of the regulatory authorities, the actual conditions of the Company and the then prevailing conditions of the domestic and overseas markets.

H-4 -

ANNEX H

RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY

X. SAFEGUARD MEASURES FOR DEBT REPAYMENT OF THE DEBT FINANCING INSTRUMENTS

In the event of an anticipated failure to repay principal and interest of the debt financing instrument as scheduled or in the event of an actual failure to repay the principal and interest of the debt financing instrument on due dates, it shall be decided that, pursuant to the mandatory requirements (if applicable) of the laws, regulations or regulatory documents, the following measures may be adopted:

(I) ceasing to distribute any profits to the Shareholders;

(II) suspending the implementation of any capital expenditure projects such as material external investments, acquisitions and mergers, etc.;

(III) reducing or ceasing to pay the wages and bonus of the Directors and senior management;

(IV) freezing the job transfer of the key responsible personnel.

If the applicable laws and regulations and/or the regulatory authorities provide for requirements on safeguard measures for debt repayment of debt financing instruments, the requirements of the applicable laws and regulations and/or the regulatory authorities shall be complied with.

XI. AUTHORIZATION FOR THE ISSUANCES OF THE ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS

To ensure effective coordination of the issuances of the corporate onshore and offshore debt financing instruments and specific matters during the issuance, it is intended to propose to the general meeting for authorizing the Board and permitting the Board to authorize the authorized persons to deal with all matters in connection with the issuances of the onshore and offshore debt financing instruments in accordance with the relevant laws, regulations and opinions and advices from the regulatory authorities, within the framework and under the principles approved at the general meeting, and based upon the principle of acting in the best interest of the Company, including but not limited to:

(I) formulating and adjusting of specific plans for the issuances of the corporate onshore and offshore debt financing instruments in accordance with the applicable laws, regulations and relevant provisions from the regulatory authorities as well as the resolutions passed at the general meeting and the Board meeting of the Company for such purposes, and based on the actual conditions of the Company and the relevant debt markets, including, without limitation, suitable issuing entity(ies), timing of issuance, specific amount and method of issuance, terms of issuance,

ANNEX H

RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY

targets and duration, whether to issue on an one-off, multiple issuances, multitranche issuances or multiple-category issuances basis and, if on multiple issuances, multi-tranche issuances or multiple-category issuances basis, the size and term of each issuance, tranche and category, issuing price, priorities for repayment, the ways in which the nominal value and interest rate are determined, currency (including offshore RMB), pricing method, issuance arrangements, guarantee (including the guarantee amount, term, type of guaranteed debt, type of guarantee, guarantee object, etc.) and other credit enhancement arrangement, rating arrangement, specific methods of subscription, whether to set redemption provision, rate adjustment, sell-back clauses, specific placement arrangement, use of proceeds, registration, listing of the corporate onshore and offshore debt financing instruments and place of listing, measures to mitigate repayment risks, measures to ensure debt repayment, repayment methods of principal and interest and all matters relating to the issuances of the corporate onshore and offshore debt financing instruments;

(II) determining and engaging intermediary agency, signing, executing, amending and completing all agreements and documents relating to the issuances of the corporate onshore and offshore debt financing instruments (including without limitation, underwriting agreement, (counter) guarantee agreement/letter of support/keep-well arrangement and other credit enhancement agreement, bond indenture, agreement on engagement with intermediary agencies, trust management agreement, clearance/settlement management agreement, registration and custody agreement, listing agreement and other legal documents) and disclosing the relevant information in accordance with the relevant laws, regulations and the listing rules of the jurisdictions in which the Company's securities are listed;

(III) selecting and engaging trustee(s) and clearance/settlement manager(s) for the issuances of the corporate onshore and offshore debt financing instruments, executing the trust management agreement(s) and clearance/settlement management agreement(s) and (if applicable) formulating rules for meetings of the holders of the onshore and offshore debt financing instruments;

(IV) undertaking all applications and filings as well as listing matters with regard to the issuances of the corporate onshore and offshore debt financing instruments, including, without limitation, preparing, revising and submitting relevant applications and filing materials relating to the issuances and listings of the corporate onshore and offshore debt financing instruments and applications and filing materials in respect of any (counter) guarantee, letter of support or keep-well agreement to be provided by the Company, the issuing entity(ies) and/or a third party, and signing the relevant applications and filing documents and other legal documents; handling the reporting, issuance, establishment, filing, listing, transfer of and other matters for each specific plan of debt financing asset-backed securities;

H-6 -

ANNEX H

RESOLUTION REGARDING THE GENERAL MANDATE OF ISSUANCES OF ONSHORE AND OFFSHORE DEBT FINANCING INSTRUMENTS BY THE COMPANY

(V) making relevant adjustments to matters relating to the issuances of the corporate onshore and offshore debt financing instruments in accordance with the opinions and changes in the policies of the regulatory authorities or the changes in market conditions, or determining whether to continue with all or part of the work in respect of the issuances of the corporate onshore and offshore debt financing instruments in accordance with the actual situation, unless re-approval by the Shareholders at general meeting is otherwise required pursuant to the relevant laws, regulations and the Articles of Association;

(VI) dealing with other matters in relation to the issuances of the corporate onshore and offshore debt financing instruments.

The above-mentioned authorization shall remain valid and effective on and from the date when the Shareholders at the general meeting have approved and passed the resolutions to the date when the resolutions passed at the general meeting approving the corporate onshore and offshore debt financing instruments cease to be effective or to the date when matters authorized above have been completed (depending on whether the issuance of the onshore and offshore debt financing instruments has been fully completed).

XII. VALIDITY PERIOD OF THE RESOLUTION

The validity period of this resolution shall be 36 months from the date on which the resolution is approved at the general meeting.

If, according to the authorization granted by way of resolution at the 2021 annual general meeting, the authorized person has decided and the Company has submitted an application to the regulators for it to examine and approve the issuance of debt financing instruments, the authorization validity of the relevant original resolutions shall be extended to the date when the issuance of the debt financing instruments is approved, permitted, registered, filed and recorded by the regulatory authorities and completed. If the issuance of the onshore and offshore debt financing instruments has been approved, permitted, registered, filed and recorded by the regulatory authorities, the Company can fully or partly issue its onshore and offshore debt financing instruments within the validity period confirmed by the approval, permission, registration, filing and record. The validity of the above authorization in respect of the issuance or partial issuance shall be extended to the date when such issuance is completed.

Please kindly consider the above resolution (each particular of which shall be voted individually). This resolution is a special resolution, and the resolution made at the general meeting shall be approved by more than two-thirds of the voting rights held by the Shareholders (including their proxies) attending the general meeting.

H-7 -

APPENDIX II

SPECIAL DESCRIPTION OF THE PERFORMANCE APPRAISAL AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2024

Dear Shareholders,

In 2024, according to the relevant requirements of laws and regulations including the Company Law (《公司法》) and the Rules for Governance of Securities Companies (《證券公司治理準則》), as well as the Articles of Association of GF Securities Co., Ltd., the Duty Performance Appraisal and Remuneration Management Regulations for Directors and Supervisors of GF Securities (《廣發證券董事、監事履職考核與薪酬管理辦法》) and the Performance Appraisal and Remuneration Management Regulations for the Operating Management of GF Securities (《廣發證券經營管理層績效考核與薪酬管理辦法》), by taking the actual circumstances of the Company into consideration and making reference to industry standards, the Company conducted duty performance appraisal of its Directors for the year of 2024 and determined the remuneration of its Directors on this basis. The particulars are set out as follows:

I. PRINCIPLES OF DUTY PERFORMANCE APPRAISAL AND REMUNERATION FOR DIRECTORS IN 2024

According to the requirements of the Duty Performance Appraisal and Remuneration Management Regulations for the Directors and Supervisors of GF Securities (《廣發證券董事、監事履職考核與薪酬管理辦法》), the duty performance appraisal on Directors in 2024 was performed by the Company based on the principles that “duty performance appraisal on directors shall include, inter alia, attendance at meetings as required under the law, speeches at legally convened meetings, whether punishment has been imposed by the regulatory authorities and whether the interest of the Company has been seriously harmed”.

Remuneration of non-executive Directors of the Company is in the form of annual allowance and distributed in equal amounts on a monthly basis. The Company withholds and pays individual income tax on their behalf. Remuneration of executive Directors of the Company includes salaries, bonus and welfare benefits, which is distributed according to the applicable human resources management policies and other relevant requirements. Personnel subject to the Performance Appraisal and Remuneration Management Regulations for the Operating Management of GF Securities shall also follow the requirements of such regulations.

II. THE PROCEDURE OF DUTY PERFORMANCE APPRAISAL FOR DIRECTORS IN 2024

The duty performance appraisal for Directors of the Company is composed of three stages, namely self-appraisal by Directors, appraisal by the Remuneration and Appraisal Committee of the Board, and consideration and determination by the Board. When the Remuneration and Appraisal Committee of the Board and the Board deliberate on the duty performance of each Director, the Director being appraised shall abstain from voting.

APPENDIX II

SPECIAL DESCRIPTION OF THE PERFORMANCE APPRAISAL AND REMUNERATION OF THE DIRECTORS FOR THE YEAR OF 2024

Other relevant requirements, including the human resources management policies and the Performance Appraisal and Remuneration Management Regulations for the Operating Management of GF Securities are also applicable to the procedure of duty performance appraisal for executive Directors of the Company.

III. DUTY PERFORMANCE APPRAISAL RESULTS AND REMUNERATION OF DIRECTORS IN 2024

According to the aforementioned principles and procedure, the duty performance appraisal results and remuneration for each of the Directors in 2024 are set out below:

(I) The duty performance appraisal results for each of the Directors of the Company in 2024 are competent.

(II) The annual remuneration of non-executive Directors has adopted the allowance policies, under which the annual allowance for an Independent Non-executive Director is RMB270,000 per annum (tax inclusive), the annual allowance of non-executive Director employed by a shareholding enterprise is RMB180,000 per annum (tax inclusive). The above allowances are distributed by the Company on a monthly basis, and individual income tax is withheld and paid on their behalf. The expenses incurred by non-executive Directors relating to attending the Board meetings and general meetings of the Company and performing the duties of Directors shall be borne by the Company.

(III) Executive Directors shall be appraised, and their remuneration shall be determined, in accordance with the relevant policies of the Company.

Please kindly listen to the above resolution.

II-2 -

APPENDIX III

SPECIAL DESCRIPTION OF THE DUTY PERFORMANCE APPRAISAL AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2024

Dear Shareholders,

In 2024, according to the relevant requirements of laws and regulations including the Company Law (《公司法》), the Rules for Governance of Securities Companies (《證券公司治理準則》), and Measures for the Supervision and Administration of Directors, Supervisors, Senior Managers and Practitioners of Securities and Fund Business Institutions (《證券基金經營機構董事、監事、高級管理人員及從業人員監督管理辦法》) as well as the Articles of Association, the Duty Performance Appraisal and Remuneration Management Regulations for Directors and Supervisors (《董事、監事履職考核與薪酬管理辦法》) and the Performance Appraisal and Remuneration Management Regulations for Chairman of Supervisory Committee (《監事長績效考核與薪酬管理辦法》), by taking the actual circumstances of the Company into consideration and making reference to industry standards, the Company formulated the Duty Performance Supervision and Assessment Implementation Plan of the Supervisory Committee of GF Securities for Supervisors for the year of 2024 (《廣發證券監事會對監事2024年度履職監督評價實施方案》), and according to such implementation plan, conducted duty performance appraisal of its Supervisors for the year of 2024 and determined the remuneration of its Supervisors on this basis. The particulars are set out as follows:

I. PRINCIPLES OF DUTY PERFORMANCE APPRAISAL FOR SUPERVISORS IN 2024

According to the requirements of the Duty Performance Appraisal and Remuneration Management Regulations for the Directors and Supervisors (《董事、監事履職考核與薪酬管理辦法》), the duty performance appraisal on Supervisors in 2024 was performed by the Company based on the principles that "duty performance appraisal on supervisors shall include, inter alia, attendance at meetings as required under the law, speeches at legally convened meetings, whether punishment has been imposed by the regulatory authorities and whether the interest of the Company has been seriously harmed".

II. THE PROCEDURE OF DUTY PERFORMANCE APPRAISAL FOR SUPERVISORS IN 2024

The duty performance appraisal for Supervisors of the Company is composed of three stages, namely self-appraisal by Supervisors, mutual appraisal by Supervisors, and consideration and determination by the Supervisory Committee. When the Supervisory Committee deliberates on the duty performance of each Supervisor, the Supervisor being appraised shall abstain from voting.

The human resources management policies and other relevant requirements are also applicable to the appraisal and remuneration determination of employee representative Supervisor of the Company. Meanwhile, the employee representative Supervisor of the Company has submitted an annual work report to all employee representatives of the Company and received comments in a democratic manner from employee representatives. The Performance Appraisal and Remuneration Management Regulations for Chairman of Supervisory Committee are also applicable to the Chairman of the Supervisory Committee.

APPENDIX III

SPECIAL DESCRIPTION OF THE DUTY PERFORMANCE APPRAISAL AND REMUNERATION OF THE SUPERVISORS FOR THE YEAR OF 2024

III. DUTY PERFORMANCE APPRAISAL RESULTS AND REMUNERATION OF SUPERVISORS IN 2024

According to the aforementioned principles and procedure, and pursuant to the Duty Performance Supervision and Assessment Implementation Plan of the Supervisory Committee of GF Securities for Supervisors for the Year of 2024, the duty performance appraisal results and remuneration for each of the Supervisors in 2024 are set out below:

(I) The duty performance appraisal results for each of the Supervisors of the Company in 2024 are competent.

(II) The annual remuneration of non-employee representative Supervisors has adopted the allowance policies, under which the standard allowance for each non-employee representative Supervisor is RMB150,000 per annum (tax inclusive). The above allowances are distributed by the Company on a monthly basis, and individual income tax is withheld and paid on his behalf. The expenses incurred by a non-employee representative Supervisor relating to attending the Supervisory Committee meetings, participating in Board meetings and attending general meetings of the Company and performing the duties of Supervisors shall be borne by the Company.

(III) The human resources management policies and other relevant requirements are applicable to the determination of the remuneration of employee representative Supervisor of the Company, and the Performance Appraisal and Remuneration Management Regulations for Chairman of Supervisory Committee are applicable to the Chairman of the Supervisory Committee of the Company.

Please kindly listen to the above resolution.

III-2 -

APPENDIX IV

SPECIAL DESCRIPTION OF THE DUTY PERFORMANCE, PERFORMANCE APPRAISAL AND REMUNERATION OF THE OPERATING MANAGEMENT FOR THE YEAR OF 2024

In 2024, according to the relevant requirements of laws and regulations including the Company Law (《公司法》) and the Rules for Governance of Securities Companies (《證券公司治理準則》), as well as the Articles of Association of GF Securities Co., Ltd., the Duty Performance Appraisal and Remuneration Management Regulations for Directors and Supervisors of GF Securities (《廣發證券董事、監事履職考核與薪酬管理辦法》), the Performance Appraisal and Remuneration Management Regulations for the Operating Management of GF Securities (《廣發證券經營管理層績效考核與薪酬管理辦法》) and the Duty Performance Appraisal and Remuneration Management Regulations for Chief Compliance Officer of GF Securities (《廣發證券合規總監履職考核與薪酬管理辦法》), by taking the actual circumstances of the Company into consideration and making reference to industry standards, the Company conducted appraisal of the duty performance of the operating management for the year of 2024 and will determine the remuneration of the operating management on this basis. The particulars are set out as follows:

I. DUTY PERFORMANCE OF THE OPERATING MANAGEMENT IN 2024

In 2024, the operating management of the Company was able to implement all resolutions of the general meetings, Board meetings and meetings of the Supervisory Committee of the Company conscientiously, and performed its duties diligently. It actively pursued and completed each of the work plans and arrangements of the Company with strong execution ability. It regulated its own practice and conduct in a voluntary manner, applied for abstention from voting to avoid matters with conflicts of interest, and operated the business with integrity. Non-compliance acts under laws and regulations or corporate systems and rules did not occur, nor was there any incident of harmful acts to the interest of the Company or rights and interests of Shareholders. The operating management was able to perform the obligations of honesty and diligence practicably to protect the legitimate interests of customers, employees and Shareholders.

II. APPRAISAL OF THE OPERATING MANAGEMENT IN 2024

In 2024, the procedure of performance appraisal for the operating management of the Company was implemented according to the human resources management system and other relevant regulations including the Performance Appraisal and Remuneration Management Regulations for the Operating Management of GF Securities (《廣發證券經營管理層績效考核與薪酬管理辦法》). The duty performance appraisal for the Chief Compliance Officer was implemented by the Company according to the regulatory requirements and the requirements of the Performance Appraisal and Remuneration Management Regulations for the Operating Management of GF Securities and the Duty Performance Appraisal and Remuneration Management Regulations for Chief Compliance Officer of GF Securities (《廣發證券合規總監履職考核與薪酬管理辦法》), and performed relevant procedures with the Guangdong Securities Regulatory Bureau according to regulatory requirements.

IV-1 -

APPENDIX IV

SPECIAL DESCRIPTION OF THE DUTY PERFORMANCE, PERFORMANCE APPRAISAL AND REMUNERATION OF THE OPERATING MANAGEMENT FOR THE YEAR OF 2024

III. REMUNERATION OF THE OPERATING MANAGEMENT IN 2024

The annual remuneration of the operating management was composed of two parts, namely basic remuneration and performance-based remuneration. The basic remuneration was determined in accordance with the human resources management and remuneration policies of the Company. Written opinions have been issued by the Remuneration and Appraisal Committee on the distribution plan of performance-based remuneration, and the Board will make final decisions according to the comprehensive operating conditions and results of the Company.

The distribution of performance-based remuneration will be implemented according to the relevant requirements of the Rules for Governance of Securities Companies (《證券公司治理準則》) and the relevant regulations of the Company.

Please kindly listen to the above resolution.

– IV-2 –

AI assistant

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

50160_rns_2025-04-24_a7402186-b4c1-45f2-869a-eab78a7e7804.pdf

GF SECURITIES CO., LTD.

廣發證券股份有限公司

GF SECURITIES CO., LTD.

廣發證券股份有限公司

1. INTRODUCTION

2. BUSINESSES TO BE CONSIDERED AT THE AGM

3. THE AGM

4. VOTING BY POLL

5. RECOMMENDATION

6. RESPONSIBILITY STATEMENT

GF SECURITIES CO., LTD.

廣發證券股份有限公司

NOTICE OF THE AGM

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

TO HEAR THE RELEVANT REPORTS

Notes:

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 Directors

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 to Decide on the Interim Profit Distribution for 2025

SPECIAL RESOLUTION

12. To Consider and Approve Resolution Regarding the General Mandate of Issuances of Onshore and Offshore Debt Financing Instruments by the Company

II. MAIN BUSINESSES OF THE COMPANY DURING THE REPORTING PERIOD

III. ANALYSIS ON CORE COMPETITIVENESS

(I) Excellent corporate culture

(II) Forward-looking strategic doctrine

(III) Stable shareholding structure

(IV) Scientific business layout

(V) Outstanding location advantage

(VI) Philosophy of compliance and steady development

IV. ANALYSIS OF THE PRINCIPAL BUSINESS

(I) Overview

(2) Debt financing business

(3) Financial advisory business

2. Wealth management business segment

(1) Wealth management and brokerage business

(2) Futures brokerage business

(3) Margin financing and securities lending business

(4) Repurchase transaction business

(5) Financial leasing business

3. Trading and institution business segment

(1) Equity investment and trading business

(2) Fixed income sales and trading business

(3) Equity derivatives sales and trading business

(4) Alternative investment business

(5) Investment research business

(6) Asset custody business

4. Investment management business segment

(1) Asset management business

(2) Public fund management business

(3) Private fund management business

V. THE BOARD DURING THE REPORTING PERIOD

(I) The Board during the Reporting Period

(II) Attendance of Directors at Board meetings and general meetings of shareholders

(III) Objections raised by Directors on matters of the Company

(IV) Independence of the Board of Directors

(V) Other explanations on the performance of duties by Directors

(VI) Major initiatives on corporate governance by the Board of Directors

VI. SERVICE CONTRACTS OF DIRECTORS AND SUPERVISORS

VII. INTEREST OF DIRECTORS AND SUPERVISORS IN MATERIAL CONTRACTS

VIII. INTEREST OF DIRECTORS IN BUSINESSES IN COMPETITION WITH THE COMPANY

IX. ESTABLISHMENT AND IMPLEMENTATION OF INFORMATION DISCLOSURE SYSTEM AND INSIDER INFORMATION SYSTEM OF THE COMPANY

X. INVESTOR RELATIONS

(I) Amendments to the Company’s internal rules during the Reporting Period

(II) Investor relation activities during the Reporting Period

XI. PERFORMANCE OF SOCIAL RESPONSIBILITIES

XII. EFFORTS TO CONSOLIDATE AND EXPAND THE ACHIEVEMENTS OF POVERTY ALLEVIATION TO PUSH FORWARD RURAL REVITALIZATION

(II) Focusing on major supervisory duties and promoting compliance in operation of the Company

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