GF Securities Co., Ltd. — Declaration of Voting Results & Voting Rights Announcements 2021

Jan 6, 2021

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

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GF SECURITIES CO., LTD. 廣發証券股份有限公司

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

(Stock Code: 1776)

ANNOUNCEMENT POLL RESULTS OF THE 2021 FIRST EXTRAORDINARY GENERAL MEETING

The board of directors (the “ Board ”) of GF Securities Co., Ltd. (the “ Company ”) is pleased to announce the poll results of the resolution proposed at the 2021 first extraordinary general meeting (the “ EGM ”) of the Company held on Wednesday, January 6, 2021 and the resolution was duly passed.

1. CONVENING AND ATTENDANCE OF THE EGM

The EGM of the Company was held at 2:30 p.m. on Wednesday, January 6, 2021 at Conference Room 4008, 40th Floor, GF Securities Tower, 26 Machang Road, Tianhe District, Guangzhou, the PRC.

Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meanings as those defined in the EGM circular and the EGM notice of the Company dated December 16, 2020.

The EGM was convened by the Board and chaired by Mr. Sun Shuming, chairman of the Board, by way of an on-site meeting. No resolution was rejected or amended at the EGM, and no new resolution was proposed at the meeting for voting and approval.

As at the date of the EGM the Company issued a total of 7,621,087,664 Shares, which was the total number of Shares entitling the holders to attend the EGM and vote on the resolution proposed at the EGM. The Shareholders and proxies holding an aggregate of 3,787,355,732 Shares (representing 49.6957% of the total issued share capital of the Company as at the date of the EGM) attended the EGM and voted on the resolution at the EGM.

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No Shareholder was subject to any restriction on the voting of resolution at the EGM. No Shareholder eligible to attend the EGM was required to abstain from voting pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”), or to abstain from voting in favour of any resolution at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules. No party had stated in the EGM circular of the intention to vote against or abstain from voting at any resolution at the EGM.

The EGM was convened and conducted in accordance with the relevant requirements of the Company Law of the PRC, the applicable laws and regulations, the listing rules of the jurisdictions where the Company is listed and the Articles of Association. The voting at the EGM was conducted by way of on-site voting and online voting (only applicable to A Shareholders), and the voting procedures were in compliance with the relevant requirements of the laws and regulations and the Articles of Association.

The Company currently has 10 Directors, of which 2 Directors (not including Mr. Lin Chuanhui) attended the EGM. Among the 5 existing supervisors, 2 supervisors attended the EGM. Members of the management and the secretary to the Board also attended the EGM.

	Number ofpersons	Totalnumber ofShares withvoting rights	Percentageof the totalnumber ofShares withvoting rights(%)
Number of Shareholders and proxieswho were present at the EGM	15	3,655,496,966	47.9656%
Including: A Shareholders	10	3,233,156,863	42.4238%
H Shareholders	5	422,340,103	5.5417%
Number of A Shareholders whoattended the EGM through onlinevoting	53	131,858,766	1.7302%
Total:	68	3,787,355,732	49.6957%

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2. POLL RESULTS OF THE EGM

The poll results of the resolution proposed at the EGM are as follows:

Ordinary Resolution	Ordinary Resolution	Class ofShareholders	Number of Shares Voted/Percentage	Number of Shares Voted/Percentage	Number of Shares Voted/Percentage
			For	Against	Abstain
1.	To consider and approvethe resolution in relationto the election of Mr. LinChuanhui as an executiveDirector of the Company	A Share	3,363,732,039(99.9619%)	1,280,590(0.0381%)	3,000(0.0001%)
		H Share	412,951,917(97.7771%)	9,388,186(2.2229%)	0(0.0000%)
		Total	3,776,683,956(99.7182%)	10,668,776(0.2817%)	3,000(0.0001%)
As more than half of the votes were cast in favour of the above resolution, the aboveresolution was duly passed as ordinary resolution. Mr. Lin Chuanhui will duly serve asan executive Director of the Company commencing from January 6, 2021 in accordancewith the requirements of the relevant laws and regulations of the PRC and the Articles ofAssociation of the Company. As at January 6, 2021, Mr. Lin Chuanhui has been electedas a member of the Strategy Committee of the tenth session of the Board at the twelfthmeeting of the tenth session of the Board, Mr. Hu Bin has ceased to be a member of theStrategy Committee of the tenth session of the Board. Upon the adjustment, the StrategyCommittee comprises five Directors: Mr. Sun Shuming (Chairman), Mr. Li Xiulin, Mr.Shang Shuzhi, Mr. Guo Jingyi and Mr. Lin Chuanhui.

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3. SEPARATE COUNTING OF VOTES FOR MINORITY A SHAREHOLDERS

Pursuant to the requirements of the relevant laws and regulations of the PRC, voting on the above resolution by the minority A Shareholders (Note 1) at the EGM was counted separately, and the poll results are as follows:

			Number of Shares Voted/
		Resolution		Percentage
				Forote 2)	Against(Note 2)	Abstain
	No.
			(N			(Note 2)
	1.	To consider and approve the resolution inrelation to the election of Mr. Lin Chuanhuias an executive Director of the Company	186,(99.
				862,868	1,280,590	3,000
				3178%)	(0.6806%)	(0.0016%)
Notes
:

Notes:

1. “Minority A Shareholders” refer to A Shareholders other than Directors, supervisors and senior management of the Company and A Shareholders who hold individually or in aggregate more than 5% of the Shares of the Company.

2. Percentage of votes that voted for, against or abstained from voting equals to the number of Shares that voted for, against or abstained from voting by the minority A Shareholders, divided by the total number of voting Shares held by the minority A Shareholders present at the EGM (excluding the number of Shares abstaining from voting).

The scrutineers of the EGM were Ms. Wang Kaijun and Mr. Xu Youjun, the Shareholders’ representatives of the Company; Mr. Zhang Shaohua, the Supervisor; Mr. Wang Hao of Jia Yuan Law Offices, Beijing, the PRC legal counsel of the Company; and Mr. Tong Hao and Mr. Tang Yining of Computershare Hong Kong Investor Services Limited, the Company’s H share registrar.

For details of the above resolution, Shareholders may refer to the EGM circular and the EGM notice of the Company dated December 16, 2020.

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4. TESTIMONY OF LEGAL COUNSEL

The representatives of Jia Yuan Law Offices, Beijing, the PRC legal counsel of the Company, were witnesses to the EGM, and were of the opinion that the procedures of calling and convening the EGM of the Company, the eligibility of the convener, Shareholders and proxies attending the meeting, and the voting procedures are valid and have complied with the requirements of the relevant laws, regulations and the Articles of Association, and the poll results of the EGM are in compliance with applicable laws and valid.

By order of the Board GF Securities Co., Ltd. Sun Shuming Chairman

Guangzhou, the PRC January 6, 2021

As at the date of this announcement, the Board of the Company comprises Mr. Sun Shuming, Mr. Lin Chuanhui, Ms. Sun Xiaoyan and Mr. Qin Li as executive Directors; Mr. Li Xiulin, Mr. Shang Shuzhi and Mr. Guo Jingyi as non-executive Directors; and Mr. Fan Lifu, Mr. Hu Bin, Ms. Leung Shek Ling Olivia and Mr. Li Wenjing as independent non-executive Directors.

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