GF Securities : Rules of Procedure for the Remuneration and Appraisal Committee of the Board of Directors

GF Securities Co., Ltd.

Rules of Procedure for the

Remuneration and Appraisal 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 REMUNERATION AND APPRAISAL 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 remuneration and appraisal of the Directors and senior management members of the Company, the Company has established the remuneration and appraisal committee of the Board of Directors (hereinafter referred to as the "Remuneration and Appraisal 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

(hereinafter referred to as the "Hong Kong Listing Rules"), 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 Remuneration and Appraisal Committee is accountable to and reports its work to the Board of Directors. The Remuneration and Appraisal Committee is mainly responsible for the selection and appraisal of the Company's Directors and senior management members, improving the Company's performance appraisal system, improving the soundness of the Company's overall remuneration system and monitoring its implementation.

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

Chapter 2 Composition

Article 4 The Remuneration and Appraisal 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 Remuneration and Appraisal 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 Remuneration and Appraisal Committee shall have one chairman (convener) who shall be an independent Director. The chairman of the Remuneration and Appraisal Committee shall be elected by more than half of all members.

The chairman shall be responsible for convening and presiding over meetings of the Remuneration and Appraisal 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 Remuneration and Appraisal 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 Remuneration and Appraisal Committee.

A member of the Remuneration and Appraisal 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 Remuneration and Appraisal 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 Remuneration and Appraisal 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 Remuneration and Appraisal Committee shall suspend the exercise of duties and powers stipulated by the Rules of Procedure when the number of members of the Remuneration and Appraisal Committee is less than the required minimum number.

Chapter 3 Duties and Authorities

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

1. Reviewing and making opinions on the assessment and structure of the remuneration of the Directors and senior management members and the remuneration management system and structure with reference to the corporate goals and objectives, etc. formulated by the Board of Directors, reviewing and approving and making recommendations to the Board of Directors on the remuneration package of the Directors and senior management members and on the establishment of a formal and transparent procedure for developing remuneration policies;
2. Making recommendations to the Board of Directors on the remuneration of non-executive Directors;
3. Assessing and making recommendations on the performance of Directors and senior management according to the Company's performance assessment scheme, and determining the rewards and incentives/punishments of senior management accordingly;
4. Formulating the remuneration policies of the Company by considering the salary level of comparable companies, time devoted, responsibilities and the conditions of other positions of the Company, and supervising and inspecting the implementation of such policies;

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1. Reviewing and approving the compensation payable to executive Directors and senior management members for any loss or termination of offices or appointments and making recommendations to the Board of Directors;
2. Reviewing and approving the compensation arrangement relating to the dismissal or removal of Directors for their misconducts, and making recommendations to the Board of Directors;
3. Ensuring that any Directors or any of their associates (as defined in the Hong Kong Listing Rules) are not involved in their own appraisal of their performance and the decision-making process of their remuneration, apart from their self-assessment of performance; and
4. Other duties under the authorization of the Board of Directors.

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

The Remuneration and Appraisal 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 Remuneration and Appraisal 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 When the Remuneration and Appraisal Committee performs its duties, relevant departments of the Company shall provide cooperation and the expenses incurred shall be borne by the Company.

Article 11 The chairman of the Remuneration and Appraisal Committee or in his absence, another member of the Remuneration and Appraisal 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 Remuneration and Appraisal Committee's work and responsibilities.

Chapter 4 Convening and Notices of Meetings

Article 12 The meeting shall be convened at the request of the chairman of the Remuneration and Appraisal Committee or more than half of members of the Remuneration and Appraisal Committee.

Article 13 Meetings of the Remuneration and Appraisal Committee can be classified into physical meetings and correspondence meetings. Meetings of the Remuneration and Appraisal 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 Remuneration and Appraisal 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.

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Article 14 The Remuneration and Appraisal 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 Remuneration and Appraisal 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).

Article 15 The meeting notice of the Remuneration and Appraisal 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 16 The meeting notice may be delivered to all the Remuneration and Appraisal Committee members and attendees by mail, facsimile, email or personal delivery. Subject to the consent of all members of the Remuneration and Appraisal Committee in writing, the foregoing requirement of notification may be waived.

Chapter 5 Consideration and Voting Procedures

Article 17 The Remuneration and Appraisal Committee meeting shall not be held unless a quorum of more than two thirds of its members is present.

Article 18 Any member of the Remuneration and Appraisal Committee who is absent from the meeting twice successively without justified reasons, 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 19 Each member of the Remuneration and Appraisal Committee shall have one vote and the resolutions by the committee approved by over half of all members shall become valid.

Article 20 If a member of the Remuneration and Appraisal 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 21 The Remuneration and Appraisal 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 22 If necessary, subject to the approval of the Board of Directors, the Remuneration and Appraisal Committee may engage an intermediary institution to form a professional opinion on its decision. The cost shall be borne by the Company.

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Article 23 The voting of the Remuneration and Appraisal 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.

Chapter 6 Resolutions and Minutes of Meetings

Article 24 Each proposal on which a prescribed number of valid votes are cast becomes a resolution of the Remuneration and Appraisal Committee upon announcement by the chairman of the meeting. Resolutions of the Remuneration and Appraisal Committee shall come into effect upon signature by members present at the meeting.

Article 25 The Remuneration and Appraisal 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 26 The written documentation and minutes regarding such resolutions 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 27 Members of the Remuneration and Appraisal 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 28 Any resolution passed and the result of any poll taken at a meeting of the Remuneration and Appraisal Committee shall be reported in writing to the Board of Directors of the Company.

Article 29 All members attending the meetings and persons sitting in at the meetings shall have the obligations of confidentiality for matters considered at the meetings, and shall not disclose any relevant information without authorization.

Chapter 7 Supplementary Provisions

Article 30 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 31 The Board of Directors the Company shall be responsible for the interpretation of the Rules of Procedure.

Article 32 The Rules of Procedure shall become effective upon approval by the Board of Directors. From the effective date of the Rules of Procedure, the original Rules of Procedure for the Remuneration and Appraisal 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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