GF Securities : POLL RESULTS OF THE 2019 FIRST EXTRAORDINARY GENERAL MEETING AND 2019 INTERIM DIVIDEND

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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)

POLL RESULTS OF THE 2019 FIRST EXTRAORDINARY GENERAL

MEETING AND 2019 INTERIM DIVIDEND

The board of directors (the "Board") of GF Securities Co., Ltd. (the "Company") is pleased to announce the poll results of the resolutions proposed at the 2019 first extraordinary general meeting (the "EGM") of the Company held on Tuesday, October 22, 2019. The resolution proposed at the EGM was duly passed.

1. CONVENING AND ATTENDANCE OF THE EGM

The EGM of the Company was held at 2:30 p.m. on Tuesday, October 22, 2019 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 dated September 7, 2019 of the Company.

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 resolutions proposed at the EGM. The Shareholders and proxies holding an aggregate of 3,515,216,510 Shares (representing 46.1249% of the total issued share capital of the Company as at the date of the EGM) attended the EGM and voted on the resolutions at the EGM.

No Shareholder was subject to any restriction on the voting of resolutions 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.

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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 11 Directors, of which 3 Directors attended the EGM. Among the 5 existing supervisors, 3 supervisors attended the EGM. Certain members of the management and the secretary to the Board also attended the EGM.

											Percentage
											of the total
												number of
								Total number		Shares with
				Number of		of Shares with		voting rights
				persons		voting rights		(%)
Number of Shareholders and proxies who
	were present at the EGM			13		3,483,409,166		45.5075
Including: A Shareholders			8		3,205,704,742		42.0636
		H Shareholders			5		277,704,424		3.6439
Number of A Shareholders who attended the
	EGM through online voting			26		31,807,344		0.4174
Total:			39		3,515,216,510		46.1249
2.	POLL RESULTS OF THE EGM
		Ordinary Resolution	Class of		Number of Shares Voted/Percentage
		Shareholders
		For		Against		Abstain
1.		To consider and approve the 2019	A Share		3,237,156,386	355,700			0
		Interim Profit Distribution Plan				(99.9890%)	(0.0110%)			(0.0000%)
			H Share		277,704,423	1			0
						(100.0000%)	(0.0000%)			(0.0000%)
			Total		3,514,860,809	355,701			0
						(99.9899%)	(0.0101%)		(0.0000%)
As more than half of the votes were cast in favour of the above resolution, the above resolution was duly passed as
ordinary resolutions.

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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 resolutions by the minority A Shareholders (Note 1) at the EGM was counted separately, and the poll results are as follows:

		Number of Shares Voted/Percentage
No.	Resolution
For	Against	Abstain
		(Note 2)	(Note 2)	(Note 2)
1.	To consider and approve the 2019 Interim	47,950,215	355,700	0
	Profit Distribution Plan	(99.2637%)	(0.7363%)	(0.0000%)

Notes:

1. "Minority A Shareholders" refer to A Shareholders other than (i) Directors, supervisors and senior management of the Company and (ii) 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 (i) the number of Shares that voted for, against or abstained from voting by the minority A Shareholders, divided by (ii) 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 Mr. Zhang Shaohua, a supervisor; Mr. Wang Zhenyu and Mr. Li Chunhui, the Shareholders' representatives of the Company; the representatives of Jia Yuan Law Offices, Beijing, the PRC legal counsel of the Company; and the representatives of Computershare Hong Kong Investor Services Limited, the Company's H Share registrar.

For details of the above resolutions, Shareholders may refer to the EGM notice and circular dated September 7, 2019 of the Company.

4. 2019 INTERIM DIVIDEND

As the resolution proposed at the EGM regarding the 2019 Interim Profit Distribution Plan has been approved, the Board is pleased to announce the following details regarding the distribution of the Company's cash interim dividend for 2019 to the Shareholders:

1. The aggregate interim dividend for the first half of 2019 is expected to be RMB1,524,217,532.80 (tax inclusive), representing a cash dividend of RMB2.00 (tax inclusive) for every 10 Shares held on the basis of the number of shares on the record date for dividend distribution. Cash dividends of H shares are distributed in Hong Kong dollars, the actual amount of which is calculated based on the average benchmark exchange rate for conversion between RMB and Hong Kong dollar issued by the People's Bank of China for the five working days before the convening date of the EGM (namely Tuesday, October 15, 2019 to Monday, October 21, 2019). (i.e. RMB0.90165 = HKD1.00). Accordingly, the interim dividend payable for 2019 for every 10 H Shares is approximately HKD2.21815 (tax inclusive).
2. The Company expects to distribute the interim dividend for 2019 to H Shareholders on Friday, December 13, 2019.

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1. The 2019 interim dividend will be paid to H Shareholders whose names appear on the Company's register of members on Monday, November 11, 2019. To determine the identity of the Shareholders entitled to receive the final dividend, the H Share register of members of the Company will be closed from Wednesday, November 6, 2019 to Monday, November 11, 2019 (both days inclusive), during which period no share transfer will be registered. In order to be entitled to receive the interim dividend for 2019, all share certificates together with the transfer documents must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, by 4:30 p.m. on Tuesday, November 5, 2019.
2. The Company has appointed Computershare Hong Kong Trustees Limited as the receiving agent (the "Receiving Agent") in Hong Kong and will pay to the Receiving Agent the declared dividends of the Company for payment to the H Shareholders of the Company. The dividends will be paid by the Receiving Agent and the dividend warrants will be posted by Computershare Hong Kong Investor Services Limited, the H Share registrar of the Company, by ordinary mail to H Shareholders who are entitled to receive the dividends at their own risk on Friday, December 13, 2019.
3. Time arrangements of the record date, ex-entitlement date, final dividend payment date for investors of Northbound Trading of Shenzhen Connect are the same as those for A Shareholders. Time arrangements of the record date, ex-entitlement date, final dividend payment date for Southbound Trading investors are the same as those for H Shareholders of the Company. For details on the A-share dividend payout, please refer to the announcement to be separately announced by the Company on the Shenzhen Stock Exchange. The relevant announcement will also be published on the website of the Hong Kong Stock Exchange in the form of an overseas regulatory announcement in accordance with Rule 13.10B of the Hong Kong Listing Rules.
4. Matters relating to withholding income tax:

1. . Withholding and payment of enterprise income tax for non-resident enterprise shareholders

Pursuant 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 notices, rules and regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% before distributing the 2019 interim 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 groups and organizations, 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.

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(II). Withholding and payment of individual income tax for individual foreign 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 notices, rules and regulations, the Company is required to withhold and pay individual income tax before distributing the 2019 interim 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 treaties 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 treaties between the PRC and the countries (regions) in which they are domiciled, please submit promptly to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, a letter of entrustment and all application materials showing that they are residents of a country (region) which has entered into a tax treaty with the PRC. The Company will then submit the above documents to competent tax authorities who will proceed with subsequent tax related arrangements.

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(III). Withholding of income tax for H Share 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 and bonus income of resident enterprises in the PRC obtained as they have continuously held H-sharesfor 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.

5. 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 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

October 22, 2019

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Sun Shuming, Mr. Lin Zhihai, Mr. Qin Li and Ms. Sun Xiaoyan as executive Directors; Mr. Shang Shuzhi, Mr. Li Xiulin and Ms. Liu Xuetao as non-executive Directors; and Mr. Yang Xiong, Mr. Tang Xin, Mr. Chan Kalok and Mr. Fan Lifu as independent non-executive Directors.

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