(Registered Address: Room 618, No. 2, Tengfei 1st Street, Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong Province) (Stock Abbreviation: GF Securities; Stock Code: 000776.SZ, 1776.HK) Offering Memorandum for the Public Issuance of Subordinated Bonds (Phase II) by GF Securities Co., Ltd. in 2026
This bond issuance amount does not exceed RMB 1.67 billion (inclusive). Guarantee Status: Unsecured Credit Rating Results:
- Entity Rating: AAA;
- Rating Outlook: Stable
- Bond Rating: AAA
Issuer: GF Securities Co., Ltd. Lead Underwriter/Bookrunner/Bond Trustee: Dongfang Securities Co., Ltd. Credit Rating Agency: China Chengxin International Credit Rating Co., Ltd. Lead Underwriter/Bookrunner/Bond Trustee (Address: Dongfang Securities Building, No. 119, South Zhongshan Road, Huangpu District, Shanghai) Date of Signing: Year Month Day
GF Securities Co., Ltd. Offering Memorandum for the Public Issuance of Subordinated Bonds (Phase II)
I. Statement This offering memorandum is prepared in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China" (2019 Revision), "Measures for the Administration of the Issuance and Trading of Corporate Bonds" (2023 Revision), "Regulations on the Management of Subordinated Debt of Securities Companies" (2020 Revision), "Guidelines for the Review of Corporate Bond Issuance and Listing by the Shenzhen Stock Exchange No. 1 - Offering Memorandum (Reference Text) (2024 Revision)," "Listing Rules for Corporate Bonds of the Shenzhen Stock Exchange (2023 Revision)," and other current laws and regulations, combined with the actual situation of the issuer. According to the provisions of the "Securities Law of the People's Republic of China" (2019 Revision), after the legal issuance of this bond, the changes in the issuer's operations and revenues are the issuer's responsibility, and the investment risks arising from such changes are borne by the investors. The issuer will fulfill its information disclosure obligations in a timely and fair manner, and all directors, senior management personnel, or those performing equivalent duties of the issuer guarantee that the information disclosed in the offering memorandum is true, accurate, and complete, with no false records, misleading statements, or significant omissions. The lead underwriter has verified the offering memorandum and confirmed that there are no false records, misleading statements, or significant omissions, and assumes corresponding legal responsibilities for its authenticity, accuracy, and completeness. The issuer commits that the interest rate or price of this bond issuance will be determined through inquiry, bidding, or agreement pricing. The issuer commits not to directly or indirectly subscribe for the bonds it issues. The issuer commits not to manipulate the issuance pricing or engage in opaque operations; not to seek improper benefits or transfer benefits to other related parties through holding, trust, etc.; not to provide financial assistance or disguised rebates to investors participating in the subscription directly or through other entities; not to hold each other's issued bonds through related financial institutions for the purpose of exchanging benefits; and not to engage in other behaviors that violate fair competition and disrupt market order. If any directors, senior management personnel, shareholders holding more than 5% of shares, or other related parties participate in the subscription of this bond, the issuer will disclose the relevant subscription situation in the announcement of the issuance results. The China Securities Regulatory Commission and the Shenzhen Stock Exchange's registration or review of the bond issuance do not represent any evaluation of the investment value of the bonds, nor do they indicate any judgment on the investment risks of the bonds. Any investors wishing to subscribe for this bond should carefully read the entire offering memorandum and related information disclosure documents, independently analyze the authenticity, accuracy, and completeness of the information disclosed, and independently judge the investment value, bearing any investment risks related to it.