GF Securities : (1)Adjustment of the structure of the committees of the Board of Directors(2)Election of members of certain committees of the Board of Directors(3)Formulation of the Rules of Procedure for the Nomination Committee of the Board of Directors and the Rules of Procedure for the Remuneration and Appraisal Committee of the Board of Directors(4)Amendments to the Rules of Procedure for the Audit Committee of the Board of Directors(5)Amendments to the Work Rules for Independent Directors of the Compa

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.

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)

(1)Adjustment of the structure of the committees of the Board of Directors

1. Election of members of certain committees of the Board of Directors
2. Formulation of the Rules of Procedure for the Nomination Committee

of the Board of Directors and the Rules of Procedure for the Remuneration and Appraisal Committee of the Board of Directors (4) Amendments to the Rules of Procedure for the Audit Committee of the Board of Directors (5) Amendments to the Work Rules for Independent Directors of the Company

The board of directors (the "Board") of GF Securities Co., Ltd. (the "Company") convened the 24th Meeting of the 9th Session of the Board by means of communication on December 27, 2019. The following matters (among others) were considered and approved at the meeting:

1. ADJUSTMENT OF THE STRUCTURE OF THE COMMITTEES OF THE BOARD

The Board has agreed to establish (1) the Nomination Committee of the Board; and (2) the Remuneration and Appraisal Committee of the Board, and revoke the original Remuneration and Nomination Committee of the Board.

After adjustment of the structure of the committees of the Board, the Board has five committees, namely (1) Audit Committee; (2) Risk Management Committee; (3) Nomination Committee; (4) Remuneration and Appraisal Committee; and (5) Strategic Committee.

(II) ELECTION OF MEMBERS OF CERTAIN COMMITTEES OF THE BOARD

The Board has considered and approved the members of the Nomination Committee and the Remuneration and Appraisal Committee. The Nomination Committee and the Remuneration and Appraisal Committee have also elected their chairmen, the details of which are set forth as follows:

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Nomination Committee

1. Mr. Tang Xin (Independent Non-executive Director) (Chairman)
2. Mr. Yang Xiong (Independent Non-executive Director)
3. Mr. Fan Lifu (Independent Non-executive Director)
4. Mr. Sun Shuming (Executive Director)
5. Mr. Lin Zhihai (Executive Director)

Remuneration and Appraisal Committee

1. Mr. Tang Xin (Independent Non-executive Director) (Chairman)
2. Mr. Yang Xiong (Independent Non-executive Director)
3. Mr. Fan Lifu (Independent Non-executive Director)
4. Mr. Qin Li (Executive Director)
5. Ms. Sun Xiaoyan (Executive Director)

1. FORMULATION OF THE RULES OF PROCEDURE FOR THE NOMINATION COMMITTEE OF THE BOARD

In view of the establishment of the Nomination Committee of the Board, the Board has considered and approved the Rules of Procedure for the Nomination Committee of the Board.

(IV) FORMULATION OF THE RULES OF PROCEDURE FOR THE REMUNERATION AND APPRAISAL COMMITTEE OF THE BOARD

In view of the establishment of the Remuneration and Appraisal Committee of the Board, the Board has considered and approved the Rules of Procedure for the Remuneration and Appraisal Committee of the Board.

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1. AMENDMENTS TO THE RULES OF PROCEDURE FOR THE AUDIT COMMITTEE OF THE BOARD

According to the revised Code of Corporate Governance for Listed Companies (the "New Code") issued by China Securities Regulatory Commission on September 30, 2018 and the amendments to certain provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), the Board has considered and approved the amendments to the Rules of Procedure for the Audit Committee of the Board, the details of which are set forth below:

	Existing Provision			New Provision			Reason of Change
Provision		Content of Provision	Provision		Content of Provision
Article 4	The	Audit Committee shall be	Article 4	The	Audit Committee shall be	Article 38 of the New Code provides
	composed of three to five non-		composed of three to five non-	that:
	executive directors, the majority		executive directors, the majority	"All members of special committees shall
	(no less thanhalf) of whom		(more thanhalf) of whom
	shall be independent Directors.		shall be independent Directors.	be Directors, of which the Audit Committee,
	At	least one independent		At	least one independent	Nomination Committee, Remuneration
	director shall be an accounting		director shall be an accounting	and Appraisal Committee shall have
	professional with more than five		professional with more than five	independent directors accounting for the
	years of working experience in		years of working experience in	majority of the members and acting as
	accounting or relevant financial		accounting or relevant financial	the convener, and the convener of the
	management and	shall meet		management and	shall meet	Audit Committee shall be an accounting
	the	qualifications	specified in		the	qualifications	specified in	professional."
	Rule 3.10(2) of the Hong Kong		Rule 3.10(2) of the Hong Kong
	Listing Rules.			Listing Rules.
Article 5	A former partner of the existing	Article 5	A former partner of the existing	C.3.2 of Appendix 14 of the Hong
	external auditor of the Company		external auditor of the Company	Kong Listing Rules provides that:
	shall be prohibited from acting		shall be prohibited from acting	A former partner of the issuer's
	as a member of the Audit		as a member of the Audit
	Committee for a period of one		Committee for a period of two	existing auditing firm should be
	year from the date of his/her		years from the date of his/her	prohibited from acting as a member
	ceasing (whichever is later):		ceasing (whichever is later):	of its audit committee for a period of
								two years from the date of the person
	(1)	to be a partner of such		(1)	to be a partner of such	ceasing:
		accounting firm; or			accounting firm; or
								(a)	to be a partner of the firm; or
	(2)	to have any	financial		(2)	to have any	financial
		interest in such accounting			interest in such accounting	(b)	to have any financial interest in
		firm.				firm.			the firm.

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(VI) AMENDMENTS TO THE WORK RULES FOR INDEPENDENT DIRECTORS

In view of the establishment of the Nomination Committee and Remuneration and Appraisal Committee of the Board, and the revocation of the original Remuneration and Nomination Committee of the Board, the corresponding provisions in the Work Rules for Independent Directors of the Company need to be adjusted. The Board has approved to amend the Work Rules for Independent Directors. The revised Work Rules for Independent Directors shall only come into force after being approved by shareholders of the Company at a general meeting, prior to which the current Work Rules for Independent Directors shall continue to apply. A circular containing, among other things, the details of the proposed amendments to the Work Rules for Independent Directors of the Company, will be dispatched to the shareholders of the Company in due course.

By order of the Board of Directors

GF Securities Co., Ltd.

Sun Shuming

Chairman

Guangzhou, the PRC

December 27, 2019

As at the date of this announcement, the Board 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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