GF Securities : Rules of Procedure for the Nomination Committee of the Board of Directors

GF Securities Co., Ltd.

Rules of Procedure for the Nomination Committee of the

Board of Directors

December 27, 2019

(Passed at the 24th meeting of the 9th session of the Board of Directors of the Company)

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

RULES OF PROCEDURE FOR THE NOMINATION COMMITTEE OF THE

BOARD OF DIRECTORS OF GF SECURITIES CO., LTD.

Chapter 1 General Provisions

Article 1 In order to optimize its corporate governance structure and further establish a sound management system for the nomination of the Directors and senior management of the Company, the Company has established the nomination committee of the Board of Directors (hereinafter referred to as the "Nomination Committee") and formulated the Rules of Procedure in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the

"Securities Law"), the Regulations on Supervision and Management of Securities Companies (證 券公司監督管理條例), the Standards on Corporate Governance of Listed Companies (上市公司治

理準則), the Standards on Corporate Governance of Securities Companies (證券公司治理準則), the Articles of Association of GF Securities Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong

Limited, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange (深圳證券 交易所股票上市規則), the Guidelines on the Standardized Operation of Companies Listed on the Main Board of the Shenzhen Stock Exchange (深圳證券交易所主板上市公司規範運作指引) and

other relevant provisions.

Article 2 As a specialized working body set up under the Board of Directors of the Company, the Nomination Committee is accountable to and reports its work to the Board of Directors. The Nomination Committee is mainly responsible for improving the system for the selection, nomination and appointment of the Company's Directors and senior management monitoring its implementation.

Article 3 The Office of the Board of Directors is responsible for handling the day-to-day affairs of the Nomination Committee, which may also engage a secretary where necessary.

Chapter 2 Composition

Article 4 The Nomination Committee shall be composed of three to five Directors, among which more than half of the members shall be independent Directors of the Company.

Members of the Nomination Committee shall be nominated by the Chairman of the Board of Directors, more than half of the independent Directors or more than one-third of all Directors, and shall be elected by a majority vote of the Board of Directors of the Company.

Article 5 The Nomination Committee shall have one chairman (convener) who shall be an independent Director. The chairman of the Nomination Committee shall be elected by more than half of all members.

The chairman shall be responsible for convening and presiding over meetings of the Nomination Committee. Where the chairman is unable to perform his/her duties, he/she shall appoint another member (who must be an independent Director) to perform the duties on his/her behalf.

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Article 6 The term of office of members of the Nomination Committee shall be three years, which is the same as that of members of the Board of Directors. A member may serve consecutive term if re-elected upon the expiry of his/her term of office. Any member who ceases to be a Director of the Company during the term shall automatically be disqualified as a member of the Nomination Committee.

A member of the Nomination Committee may tender resignation before the expiry of his/ her term of office. In this case, the member shall submit to the Board of Directors his/her written resignation application, which shall only take effect upon approval by the Board of Directors. The resigning member shall continue to perform relevant duties until the member elected in a by-election by the Board of Directors takes office.

No member of the Nomination Committee may be removed from office without cause prior to the expiry of term of office save as the occurrence of circumstances that requires dismissal as stipulated in the Company Law, the Securities Law, the listing rules of the stock exchanges where the Company's shares are listed and the Articles of Association.

Article 7 Where the number of members of the Nomination Committee falls below the required minimum number due to the resignation or removal of members or other reasons, the Board of Directors of the Company shall fill the vacancy in accordance with Article 4 hereof as soon as possible.

The Nomination Committee shall suspend the exercise of duties and powers stipulated by the Rules of Procedure when the number of members of the Nomination Committee is less than the required minimum number.

Chapter 3 Duties and Authorities

Article 8 The main duties and responsibilities of the Nomination Committee include:

1. Reviewing and making suggestions or recommendations on the structure, size and composition of the Board of Directors (including the expertise, know-how and experience) at least annually to the Board of Directors based on the business activities, asset size and shareholding structure of the Company, and making recommendations on any changes proposed to make to the Board of Directors in line with the Company's policies;
2. Reviewing the selection standard and procedures of the Directors, general manager and other senior management, and making recommendation to the Board of Directors;
3. Identifying candidates with proper qualifications for the Directors, the general manager and other senior management of the Company, and selecting and nominating relevant candidates as Directors or make recommendations to the Board of Directors regarding this matter;
4. Reviewing and making recommendations on the qualification, appointment, re-appointment or succession plan of the candidates for the Directors, especially the chairman of the Board of Directors, and the general manger and other senior management;

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1. Assessing on the independence of independent Directors;
2. Making proposals of resignation and removal of Directors and senior management for their violations and dereliction;
3. Other duties under the authorization of the Board of Directors.

Article 9 After considering the matters set out in the previous article hereof, the Nomination Committee shall, make meeting resolutions and report the same together with relevant proposals to the Board of Directors of the Company.

The Nomination Committee shall submit its annual work report to the Board of Directors within four months after the end date of each accounting year.

Where necessary, the Nomination Committee may engage external professional parties to provide services to it. Any reasonable cost arising therefrom shall be borne by the Company provided that it shall ensure that the Company's trade secrets shall not be leaked out.

Article 10 The Nomination Committee shall formulate and, where appropriate, review the policy for the nomination of Directors and the policy concerning the diversity of board members, and shall annually disclose the relevant policy or a summary of the policy in the annual report.

Article 11 When the Nomination Committee performs its duties, relevant departments of the Company shall provide cooperation and the expenses incurred shall be borne by the Company.

Article 12 The chairman of the Nomination Committee or in his absence, another member of the Nomination Committee or failing this, his duly appointed delegate, shall attend the annual general meeting of the Company and be prepared to respond to questions at the meeting on the Nomination Committee's work and responsibilities.

Chapter 4 Convening and Notices of Meetings

Article 13 The meeting shall be convened at the request of the chairman of the Nomination Committee or more than half of members of the Nomination Committee.

Article 14 Meetings of the Nomination Committee can be classified into physical meetings and correspondence meetings. Meetings of the Nomination Committee shall be convened by way of physical meetings, or through correspondence meetings complemented by such technological means as video and teleconference except in emergency case or due to force majeure. If a correspondence meeting is adopted, members of the Nomination Committee who have signed on the meeting resolutions shall be deemed to have attended the relevant meeting and have agreed on the contents of the resolutions.

Article 15 The Nomination Committee shall dispatch the meeting notice 3 days before the date of the meeting (exclusive of the date of the meeting). The meeting documents shall be sent to all members of the Nomination Committee and to other invited attendees at least 3 days before the date of the meeting (exclusive of the date of the meeting) (or such other time of period as the members may agree).

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Article 16 The meeting notice of the Nomination Committee shall at least include the following items:

1. way of presentation, time and venue of the meeting;
2. duration of the meeting;
3. agenda of the meeting;
4. date of notice of the meeting.

Article 17 The meeting notice may be delivered to all the Nomination Committee members and attendees by mail, facsimile, email or personal delivery. Subject to the consent of all members of the Nomination Committee, the foregoing requirement of notification may be waived.

Chapter 5 Consideration and Voting Procedures

Article 18 The Nomination Committee meeting shall not be held unless a quorum of more than two thirds of its members is present.

Article 19 Any member of the Nomination Committee who is absent from the meeting twice successively, shall be considered as unable to perform his/her duty, and the Board of Directors of the Company may remove his/her position as a member.

Article 20 Each member of the Nomination Committee shall have one vote and the resolutions by the committee approved by over half of all members shall become valid.

Article 21 If a member of the Nomination Committee is interested in any proposal to be discussed at the meeting, the interested member shall abstain. After the abstaining of the interested member, if the number of members present at the meeting is less than the quorum, such proposal shall be submitted to the Board of Directors of the Company for consideration.

Article 22 The Nomination Committee may, if considered necessary, invite other relevant personnel to attend the meetings to introduce the details or deliver opinions in relation to the resolutions to be discussed at the meetings, but the persons so present shall have no voting rights to the proposals.

Article 23 If necessary, subject to the approval of the Board of Directors, the Nomination Committee may engage an intermediary institution to form a professional opinion on its decision. The cost shall be borne by the Company.

Article 24 The voting of the Nomination Committee resolution is done by a written voting on site or a show of hand on site. The chairman of the meeting shall count the votes on each proposal and announce the voting results on the spot, which shall be recorded by the minute taker, or the voting shall be made by absentee ballot.

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Chapter 6 Resolutions and Minutes of Meetings

Article 25 Each proposal on which a prescribed number of valid votes are cast becomes a resolution of the Nomination Committee upon announcement by the chairman of the meeting. Resolutions of the Nomination Committee come into effect upon signature by members present at the meeting.

Article 26 The Nomination Committee shall maintain a record of written meeting minutes on which members present and the minutes taker shall sign their names. Members present shall have the right to request explanatory remarks on his speech at the meeting to be written down in the minutes.

Article 27 The written documentation and minutes regarding the resolutions of the Nomination Committee shall be kept by the Company or a duly-appointed secretary of the meeting as a corporate archive for a period of no less than 15 years during the subsistence of the Company. The meeting minutes shall be open for inspection at any reasonable time on reasonable notice by any Director.

Article 28 Members of the Nomination Committee who participate in the voting on a resolution shall be jointly liable for compensation to the Company should such resolution be in violation of laws, regulations, the Articles of Association or other relevant provisions and cause severe harm to the Company. However, if a member is proven to have cast their votes against such resolution and it was so recorded in the meeting minutes, he/she may be exempted from the liabilities.

Article 29 Any resolution passed and the result of any poll taken at a meeting of the Nomination Committee shall be reported in writing to the Board of Directors of the Company.

Article 30 All members attending the meetings of the Nomination Committee and persons sitting in at the meetings of the Nomination Committee shall have the obligations of confidentiality, and shall not disclose any relevant information without authorization.

Chapter 7 Supplementary Provisions

Article 31 Any matters not covered herein shall be implemented in accordance with the PRC laws, regulations, the listing rules of the stock exchanges on which the shares of the Company are listed, the Articles of Association and other relevant provisions.

Article 32 The Board of Directors the Company shall be responsible for the interpretation of the Rules of Procedure.

Article 33 The Rules of Procedure shall become effective upon approval by the Board of Directors. From the effective date of the Rules of Procedures, the original Rules of Procedure for the Nomination Committee of the Board of Directors shall lapse automatically on the same date.

Note: If there is any inconsistency between the English and Chinese versions of the Rules of Procedure, the Chinese version shall prevail.

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