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

Jan 20, 2025

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) RESOLUTION REGARDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) RESOLUTION REGARDING THE CHANGE OF USE AND CANCELLATION OF THE REPURCHASED A SHARES

(3) NOTICE OF THE 2025 FIRST EGM

AND

(4) NOTICE OF THE 2025 FIRST CLASS MEETING OF H SHAREHOLDERS

The EGM of the Company will be held at 2:30 p.m. on Thursday, February 13, 2025 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC, and the Class Meeting of H Shareholders will be held at the same place immediately after the conclusion of the EGM and the Class Meeting of A Shareholders or any adjournment thereof. The notices of convening the EGM and the Class Meeting of H Shareholders are set out on pages 10 to 13 of this circular.

Whether or not you are able to attend the EGM and/or Class Meeting of H Shareholders, you are advised to read the notice of the EGM and/or the notice of the Class Meeting of H Shareholders carefully and to complete the relevant proxy form(s) in accordance with the instructions printed thereon and return it/them as soon as possible. H Shareholders are required to return the proxy form to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, while A Shareholders are required to return the proxy form to the Board's office, in person or by post, no later than 24 hours before the time appointed for convening the EGM and/or Class Meeting of H Shareholders. Completion and return of the relevant proxy form(s) will not preclude you from attending and voting at the EGM and/or Class Meeting of H Shareholders in person if you so wish.

January 20, 2025

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CONTENTS

Page

Definitions ... 1
Letter from the Board ... 3
Notice of the EGM ... 10
Notice of Class Meeting of H Shareholders ... 12

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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

“Class Meeting of A Shareholders” the 2025 first class meeting of A Shareholders to be held immediately after the conclusion of the EGM or any adjournment thereof on Thursday, February 13, 2025

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

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

“Company” or “GF Securities” 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 SZSE, respectively

“CSRC” China Securities Regulatory Commission

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

“EGM” or “2025 First EGM” the 2025 first extraordinary general meeting of the Company to be held at 2:30 p.m. on Thursday, February 13, 2025

“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 (stock code: 1776)

“Class Meeting of H Shareholders” the 2025 first class meeting of H Shareholders to be held immediately after the conclusion of the EGM and the Class Meeting of A Shareholders or any adjournment thereof on Thursday, February 13, 2025

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DEFINITIONS

“H Shareholder(s)”	holder(s) of H Shares
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Independent Non-executive Director(s)”	the independent non-executive director(s) of the Company
“PRC” or “China”	the People’s Republic of China, and which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	the ordinary share(s) of the Company with a nominal value of RMB1.00 each, including A Share(s) and H Share(s)
“Shareholder(s)”	shareholder(s) of the Company, including A Shareholder(s) and H Shareholder(s)
“SZSE”	Shenzhen Stock Exchange

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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, Wan Chai
Hong Kong

To the H Shareholders

January 20, 2025

Dear Sir or Madam,

(1) RESOLUTION REGARDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(2) RESOLUTION REGARDING THE CHANGE OF USE AND CANCELLATION OF THE REPURCHASED A SHARES
(3) NOTICE OF THE 2025 FIRST EGM
AND
(4) NOTICE OF THE 2025 FIRST CLASS MEETING OF H SHAREHOLDERS

1. INTRODUCTION

On behalf of the Board, I would like to invite you to attend the EGM to be held at 2:30 p.m. on Thursday, February 13, 2025 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC, and the Class Meeting of H Shareholders to be held at the same place immediately after the conclusion of the EGM and the Class Meeting of A Shareholders or any adjournment thereof.

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LETTER FROM THE BOARD

The purpose of this circular is to give you the notices of the EGM and the Class Meeting of H Shareholders, and to provide you with the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the EGM and/or Class Meeting of H Shareholders.

At the EGM, special resolutions will be proposed to consider and approve: (1) the resolution regarding the amendments to the Articles of Association; and (2) the resolution regarding the change of use and cancellation of the repurchased A shares.

At the Class Meeting of H Shareholders, a special resolution will be proposed to consider and approve the resolution regarding the change of use and cancellation of the repurchased shares.

2. RESOLUTION REGARDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On November 21, 2024, the Company received the Reply on the Approval of the Qualification for Market Making Business for Listed Securities of GF Securities Co., Ltd. (《關於核准廣發證券股份有限公司上市證券做市交易業務資格的批覆》) (Zheng Jian Xu Ke [2024] No. 1628) from the CSRC, pursuant to which the CSRC has approved the qualification for market making business for the Company's listed securities. In accordance with the requirements set forth in the approval and the relevant provisions of the Directory of Specification of Business Scope Registration (《經營範圍登記規範表述目錄》) published by the State Administration for Market Regulation, the Company proposes to amend the relevant provisions of Article 12 of the Articles of Association in relation to the scope of business of the Company.

Details of the proposed amendments to the Articles of Association are as follows:

Existing Provision		New Provision		Reason for Amendments
Article	Content of Provision	Article	Content of Provision
Article 12	As registered in accordance with the laws, the scope of business of the Company covers: securities brokerage, securities investment consultation, financial advisory business relating to securities trading and securities investment, securities underwriting and sponsorship, securities proprietary trading, proxy sale of securities investment fund. provision of futures intermediary services for futures companies, margin financing and securities lending, proxy sale of financial products, securities investment fund custodian and stock options market making.	Article 12	As registered in accordance with the laws, the scope of business of the Company covers: securities business, sales of public securities investment funds, provision of futures intermediary services for futures companies and securities investment fund custodian.	Amended in accordance with the Reply on the Approval of the Qualification for Market Making Business for Listed Securities of GF Securities Co., Ltd. (《關於核准廣發證券股份有限公司上市證券做市交易業務資格的批覆》) (Zheng Jian Xu Ke [2024] No. 1628) and the relevant provisions of the Directory of Specification of Business Scope Registration (《經營範圍登記規範表述目錄》) published by the State Administration for Market Regulation.

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LETTER FROM THE BOARD

The Board proposes to the EGM to approve the aforesaid proposed amendments to the Articles of Association, and to authorize the management of the Company to: (1) complete the necessary procedures for filing the amended Articles of Association with the relevant regulatory authorities; and (2) complete the procedures required for the change of business registration resulting from the amendments to the Articles of Association. These proposed amendments were considered and approved at the 6th meeting of the 11th session of the Board of the Company held on January 20, 2025, and are hereby proposed to the EGM as a special resolution for consideration and approval by the Shareholders.

The proposed amendments to the Articles of Association were prepared in Chinese and the English translation is for reference only. In case of any discrepancy between the English translation and the Chinese version of the Articles of Association, the Chinese version shall prevail.

3. RESOLUTION REGARDING THE CHANGE OF USE AND CANCELLATION OF THE REPURCHASED A SHARES

References are made to the announcements of the Company dated March 30, 2022 and May 12, 2022 on the plan for the Company's repurchase of A Shares by way of centralised price bidding and the completion of the repurchase of A Shares.

To safeguard the interests of investors of the Company, enhance their confidence and improve the long-term investment value of the Company, as well as to reflect the high recognition of the Company's future development prospects and the value of its Shares, the Company proposes to change the use of and cancel the repurchased Shares in accordance with applicable laws and regulations, including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 9 – Repurchase of Shares, the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange, and the Articles of Association.

I. The Plan for the Repurchase of A Shares and Its Implementation

The 23rd meeting of the 10th session of the Board of Directors of the Company held on March 30, 2022 considered and approved the resolution regarding the Company's Proposed Repurchase of A Shares by Way of Centralised Price Bidding (《關於公司擬以集中競價方式回購A股股份的議案》), approving the Company to use its own funds to repurchase A Shares. Pursuant to the Share repurchase plan, the repurchased Shares shall be used for the A Share Restricted Share Incentive Scheme of the Company. If the repurchased Shares are not used for this purpose within three years of the announcement of the repurchase results and the changes in the Shares, the unused repurchased Shares shall be cancelled in accordance with applicable laws and regulations. The Share repurchase shall be conducted through centralised price bidding with the maximum repurchase price of RMB26.65 per Share. The number of Shares to be repurchased shall range from 7,621,088 to 15,242,175 Shares, representing $0.1\%$ to $0.2\%$ of the total share capital of the Company. The Share repurchase shall be financed by the Company's own funds, with a total amount to be used for the repurchase of approximately RMB203 million to RMB406 million.

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LETTER FROM THE BOARD

As of May 11, 2022, the Company had completed the implementation of its A Share repurchase plan. A total of 15,242,153 A Shares were repurchased by way of centralised price bidding through the designated securities account for repurchase. All repurchased Shares were deposited into the Company's designated securities account for repurchase, representing 0.2% of the total share capital of the Company. The repurchase was conducted at the highest trading price of RMB16.00 per Share and the lowest trading price of RMB15.03 per Share, with a total transaction amount of RMB234 million (excluding transaction costs). The actual number of Shares repurchased, the repurchase prices and the total funds used by the Company were in compliance with the Share repurchase plan considered and approved by the Board.

II. Reasons for and Details of the Change of Use of Repurchased A Shares

To safeguard the interests of investors of the Company, enhance their confidence and improve the long-term investment value of the Company, as well as to reflect the high recognition of the Company's future development prospects and the value of its Shares, the Company proposes to change the use of the repurchased A Shares. It is stated in the original plan that the repurchased Shares shall be used for the A Share Restricted Share Incentive Scheme, and if the repurchased Shares are not used for this purpose within three years of the announcement of the repurchase results and the changes in the Shares, the unused repurchased Shares shall be cancelled in accordance with applicable laws and regulations. The Company proposes to change the use of the repurchased Shares as follows: the repurchased Shares shall be cancelled and the registered capital shall be reduced accordingly. Other than the above, all other provisions of the original repurchase plan of the Company remain unchanged. Consequently, all 15,242,153 repurchased A Shares held in the Company's designated securities account for repurchase will be cancelled and the registered capital of the Company will be reduced accordingly.

III. Changes in the Company's Shares after the Cancellation of Repurchased A Shares

Class of Shares	Before Cancellation		Increase/Decrease	After Cancellation
	Number of Shares	Percentage of Shares		Number of Shares	Percentage of Shares
A Shares	5,919,291,464	77.67%	-15,242,153	5,904,049,311	77.63%
- Unrestricted Shares	5,919,291,464	77.67%	-15,242,153	5,904,049,311	77.63%
in which: in the designated securities account for repurchase	15,242,153	0.20%	-15,242,153	0	0.00%
- Restricted Shares	0	0.00%	0	0	0.00%
H Shares	1,701,796,200	22.33%	0	1,701,796,200	22.37%
Total number of Shares	7,621,087,664	100.00%	-15,242,153	7,605,845,511	100.00%

Note: The above Shares before the cancellation represent the share capital structure of the Company as at the date of this circular. The actual changes in the share capital structure of the Company after the cancellation shall be reflected in the updated share capital structure table to be issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited upon completion of the cancellation of the repurchased Shares.

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LETTER FROM THE BOARD

IV. Impact of the Change of Use and Cancellation of the Repurchased A Shares on the Company

The change of use and cancellation of the repurchased A Shares will enhance the Company's long-term investment value, safeguard the interests of investors of the Company and strengthen their confidence. It will not materially affect the Company's ability to fulfill its debt repayment obligations or its ability to continue as a going concern, or affect its Shareholders' interests. It will also not result in the shareholding structure of the Company failing to meet the listing requirements, nor will it affect the Company's listing status.

V. Subsequent Arrangements

In accordance with the relevant laws, regulations, and the Articles of Association, the resolution regarding the change of use and cancellation of the repurchased A Shares is subject to the consideration and approval of the EGM, the Class Meeting of A Shareholders and the Class Meeting of H Shareholders. Once approved, the Company will complete the necessary procedures for cancellation of A Shares with the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited in compliance with applicable regulations. Following the cancellation of the repurchased Shares, the registered capital of the Company will be reduced by RMB15,242,153. The Company will also amend the relevant provisions of the Articles of Association and complete the procedures for the change in registered capital of the Company with the industrial and commercial administrative authorities. The Company will fulfill its information disclosure obligations in accordance with relevant laws and regulations.

The Board hereby proposes to the EGM, the Class Meeting of A Shareholders and the Class Meeting of H Shareholders: (1) to agree the aforementioned change of use of the repurchased A Shares; (2) to agree the Company to cancel all 15,242,153 repurchased A Shares held in the Company's designated securities account for repurchase and reduce the registered capital of the Company accordingly by RMB15,242,153; and (3) to authorize and agree the Board to authorize the Company's operational management to complete the aforementioned matters, amend the relevant provisions of the Articles of Association and complete the formalities for the change in registered capital of the Company with the industrial and commercial administrative authority. The resolution was considered and approved at the 6th meeting of the 11th session of the Board of the Company held on January 20, 2025, and is hereby proposed to the EGM, the Class Meeting of A Shareholders and the Class Meeting of H Shareholders as a special resolution for consideration and approval by the Shareholders.

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LETTER FROM THE BOARD

4. THE EGM AND THE CLASS MEETING OF H SHAREHOLDERS

The EGM will be held at 2:30 p.m. on Thursday, February 13, 2025 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC, and the Class Meeting of H Shareholders will be held at the same place immediately after the conclusion of the EGM and the Class Meeting of A Shareholders or any adjournment thereof. The notices of the EGM and the Class Meeting of H Shareholders are set out on pages 10 to 13 of this circular.

Enclosed are the proxy forms of the EGM and the Class Meeting of H Shareholders. Whether or not you are able to attend the EGM and/or Class Meeting of H Shareholders, you are advised to read the notice of the EGM and/or the notice of the Class Meeting of H Shareholders carefully and to complete the relevant proxy form(s) in accordance with the instructions printed thereon and return it/them as soon as possible. H Shareholders are required to return the proxy form to the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, while A Shareholders are required to return the proxy form to the Board's office, in person or by post, no later than 24 hours before the time appointed for convening the EGM and/or Class Meeting of H Shareholders. Completion and return of the relevant proxy form(s) will not preclude you from attending and voting at the EGM and/or Class Meeting of H Shareholders in person if you so wish.

The address of the Company's Board office is 51st Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC, postal code: 510627, (phone: (86)20 8755 0265, (86)20 8755 0565; fax: (86)20 8755 4163). Computershare Hong Kong Investor Services Limited, the Company's H Share registrar, is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (phone: (852)2862 8555).

5. VOTING BY POLL

Pursuant to the requirements of the Hong Kong Listing Rules, all votes of Shareholders at a general meeting must be taken by poll. Therefore, all resolutions to be proposed at the EGM and the Class Meeting of H Shareholders will be voted by poll. Results of the poll voting will be published on the website of the Company at www.gf.com.cn and on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk upon the conclusion of the EGM and the Class Meeting of H Shareholders.

All resolutions proposed at the EGM and the Class Meeting of H Shareholders are special resolutions and must be passed by more than two-thirds of the voting rights held by the Shareholders (including their proxies) present at the meetings.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the view that the matters set out in this circular are in the interests of the Company and the Shareholders as a whole. As such, the Directors (including the independent non-executive Directors) recommend all the Shareholders to vote in favour of the resolutions to be proposed at the EGM and the Class Meeting of H Shareholders.

7. RESPONSIBILITY STATEMENT

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

By order of the Board

GF Securities Co., Ltd.

Lin Chuanhui

Chairman

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NOTICE OF THE EGM

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 EGM

NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting (the "EGM") of GF Securities Co., Ltd. (the "Company") will be held at 2:30 p.m. on Thursday, February 13, 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.

SPECIAL RESOLUTIONS

1. To consider and approve the resolution regarding the amendments to the articles of association of GF Securities Co., Ltd.; and
2. To consider and approve the resolution regarding the change of use and cancellation of the repurchased A shares.

By order of the Board

GF Securities Co., Ltd.

Lin Chuanhui

Chairman

Guangzhou, the PRC

January 20, 2025

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

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NOTICE OF THE EGM

Notes:

1. Details of the aforesaid resolutions are set out in the circular of the Company dated January 20, 2025 (the "Circular").

2. Pursuant to the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all votes of shareholders at a general meeting must be taken by poll. Therefore, the resolutions as set out in the notice of the EGM will be voted by poll. Results of the poll voting will be published on the HKExnews website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Company at www.gf.com.cn upon the conclusion of the EGM.

3. Any shareholder entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or more proxies to attend and vote on his/her behalf at the meeting. A proxy need not be a shareholder of the Company.

4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authorization document, if any, under which it is signed, or a notarially certified copy of such power of attorney or authorization document, should be completed and deposited at the Board's office (for A shareholders) or the Company's H share registrar, Computershare Hong Kong Investor Services Limited (for H shareholders), no less than 24 hours before the time appointed for holding the EGM. The address of the Company's Board office is at 51st Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC, postal code: 510627, (phone: (86)20 8755 0265; (86)20 8755 0565; fax: (86)20 8755 4163). Computershare Hong Kong Investor Services Limited, the Company's H share registrar, is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (phone: (852)2862 8555). Completion and return of the proxy form will not preclude a shareholder from attending and voting at the EGM in person should he/she so wish.

5. In order to determine the H shareholders' entitlement to attend the EGM, the H share register of members of the Company will be closed from Monday, February 10, 2025 to Thursday, February 13, 2025 (both days inclusive), during which period no transfer of shares will be registered. In order for H shareholders to attend the EGM, all share transfer, documents accompanied by the relevant share certificates, must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Friday, February 7, 2025. H shareholders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the EGM.

6. 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.

7. The EGM is expected to last for no more than half a day. Shareholders or their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the EGM.

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

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NOTICE OF THE CLASS MEETING OF H SHAREHOLDERS

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 2025 FIRST CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the 2025 first class meeting of H shareholders (the "Class Meeting of H Shareholders") of GF Securities Co., Ltd. (the "Company") will be held immediately after the conclusion of the 2025 first extraordinary general meeting and the 2025 first class meeting of A shareholders on Thursday, February 13, 2025 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, Guangdong, the PRC or any adjournment thereof to consider and, if thought fit, approve the following resolution.

SPECIAL RESOLUTION

1. To consider and approve the resolution regarding the change of use and cancellation of the repurchased A shares.

By order of the Board

GF Securities Co., Ltd.

Lin Chuanhui

Chairman

Guangzhou, the PRC

January 20, 2025

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

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NOTICE OF THE CLASS MEETING OF H SHAREHOLDERS

Notes:

1. Details of the aforesaid resolution are set out in the circular of the Company dated January 20, 2025 (the "Circular").

2. Pursuant to the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all votes of shareholders at a general meeting must be taken by poll. Therefore, the resolution as set out in the notice of the Class Meeting of H Shareholders 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 Class Meeting of H Shareholders.

3. Any shareholder entitled to attend and vote at the Class Meeting of H Shareholders convened by the above notice is entitled to appoint one or more proxies to attend and vote on his/her behalf at the meeting. A proxy need not be a shareholder of the Company.

4. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authorization document, if any, under which it is signed, or a notarially certified copy of such power of attorney or authorization document, should be completed and deposited 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 Class Meeting of H Shareholders. Computershare Hong Kong Investor Services Limited, the Company's H share registrar, is located at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (phone: (852)2862 8555). Completion and return of the proxy form will not preclude a shareholder from attending and voting at the Class Meeting of H Shareholders in person should he/she so wish.

5. In order to determine the H shareholders' entitlement to attend the Class Meeting of H Shareholders, the H share register of members of the Company will be closed from Monday, February 10, 2025 to Thursday, February 13, 2025 (both days inclusive), during which period no transfer of shares will be registered. In order for H shareholders to attend the Class Meeting of H Shareholders, all share transfer, documents accompanied by the relevant share certificates, must be lodged with the Company's H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Friday, February 7, 2025. H shareholders who are registered with Computershare Hong Kong Investor Services Limited on or before the aforementioned date are entitled to attend the Class Meeting of H Shareholders.

6. 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.

7. The Class Meeting of H Shareholders is expected to last for no more than half a day. Shareholders or their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses. Shareholders or their proxies shall produce their identity documents when attending the Class Meeting of H Shareholders.

8. If the Class Meeting of H Shareholders fails to be held due to any severe weather occurs on the date of the Class Meeting of H Shareholders or force majeure or for other special reasons, the Class Meeting of H Shareholders 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 website of the Company (www.gf.com.cn) to state the delay or termination of the Class Meeting of H Shareholders (failure to upload the announcement timely for any reason will not affect the decision to delay or terminate the Class Meeting of H Shareholders). Shareholders may also contact the H Share registrar or the office of the Board for enquiries.

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