（住所：广东省广州市黄埔区中新广州知识城腾飞一街 2 号 618 室） （股票简称：广发证券；股票代码：000776.SZ、1776.HK） 2025 年面向专业投资者公开发行次级债券（第三期） 募集说明书 | 本期债券发行金额 | 不超过 亿元（含） 30 | | --- | --- | | 担保情况 | 无担保 | | 信用评级结果 | 主体评级 AAA；评级展望：稳定 | | | 债项评级：AAA | | 发行人 | 广发证券股份有限公司 | | 牵头主承销商/簿记管理人/债券受托管理人 | 东方证券股份有限公司 | | 联席主承销商 | 招商证券股份有限公司、国海证券股份有限 | | | 公司 | | 资信评级机构 | 中诚信国际信用评级有限责任公司 | 牵头主承销商/簿记管理人/债券受托管理人 （住所：上海市黄浦区中山南路 119 号东方证券大厦） 联席主承销商 （住所：深圳市福田区福田街道福华一路 111 号） （住所：广西南宁市滨湖路 46 号国海大厦） 签署日期： 年 月 日 广发证券股份有限公司 2025 年面向专业投资者公开发行次级债券（第三期）募集说明书 声 明 本募集说明书依据《中华人 ...

广发证券股份有限公司 2025年面向专业投资者公开发行次级债券 （第三期） 发行公告 牵头主承销商 （住所：上海市黄浦区中山南路 119 号东方证券大厦） 联席主承销商 （住所：深圳市福田区福田街道福华一路111号） （住所：广西南宁市滨湖路46号国海大厦） 签署日期：2025年 月 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 重要事项提示 1、广发证券股份有限公司（以下简称"发行人"或"公司"）已于 2024 年 9 月 5 日获得中国证券监督管理委员会证监许可〔2024〕1258 号文注册公开发行 面值不超过 200 亿元的次级公司债券（以下简称"本次债券"）。 2、本期债券简称为"25 广发 C5"，债券代码为"524375"。本期债券每张面 值为 100 元，发行价格为人民币 100 元/张。 3、根据《证券法》等相关规定，本期债券仅面向专业投资者中的机构投资 者发行，普通投资者和专业投资者中的个人投资者不得参与发行认购。本期债券 上市后将被实施投资者适当性管理，仅专业投资者中的机构投资者参与交易，普 通投资者和专业投资者中的个人投资者认购或买入的 ...

Group 1: Business Strategy and Development - The company focuses on integrating into national development, serving the real economy, and maintaining high-quality development as its main line of work [2] - Key areas of focus include deepening business transformation, optimizing business structure, and accelerating digital transformation to enhance operational efficiency [2] - The company aims to strengthen its comprehensive financial service capabilities, maintaining leading positions in research, asset management, and wealth management [2] Group 2: Wealth Management Business - The company adheres to its main responsibilities, aligning with high-quality development and focusing on wealth brokerage business targeting high-quality clientele and efficient online operations [3] - It emphasizes a dual approach of online and offline customer service, standardizing operations, and ensuring compliance [3] Group 3: Investment Banking Business - The company implements national strategies and regulatory requirements, prioritizing financial services for the real economy [4] - It focuses on resource accumulation, client development, and professional capability building in key sectors, particularly in the Greater Bay Area [4] - The company is committed to enhancing integrated services and accelerating the digital transformation of investment banking [4] Group 4: Investment Management Business - The investment management segment includes asset management, public fund management, and private fund management, with a focus on creating a diverse product supply system [5] - The company aims to enhance its active management capabilities and product innovation, leading to growth in asset management scale [5] - As of March 2025, the public fund management scale of Guangfa Fund and E Fund ranks third and first, respectively, excluding money market funds [5]

2023 年面向专业投资者公开发行公司债券（第二期） 2025 年付息公告 债券代码：148376 债券简称：23 广发 06 广发证券股份有限公司 本公司及董事会全体成员保证公告的内容真实、准确、完整，没有虚假记载、 误导性陈述或者重大遗漏。 重要提示： 债券简称：23 广发 06 债券代码：148376 债权登记日：2025 年 7 月 16 日 付息日：2025 年 7 月 17 日 计息期间：2024 年 7 月 17 日至 2025 年 7 月 16 日 由广发证券股份有限公司（以下简称"本公司"）发行的广发证券股份有限 公司 2023 年面向专业投资者公开发行公司债券（第二期）（以下简称"本期债 券"）将于 2025 年 7 月 17 日支付 2024 年 7 月 17 日至 2025 年 7 月 16 日期间 的利息。为确保付息工作的顺利进行，现将有关事宜公告如下： 一、本期债券基本情况 1 票面利率为 2.75%。 5、起息日：2023 年 7 月 17 日。 6、付息日：2024 年至 2026 年每年的 7 月 17 日（如遇法定节假日或休息日， 则顺延至其后的第 1 个交易日，顺延期间付 ...

Core Viewpoint - The China Interbank Market Dealers Association has initiated a self-discipline investigation into six main underwriters due to concerns over their bidding fees for a bond issuance project by Guangfa Bank [1] Group 1: Regulatory Actions - The Dealers Association released a notice to strengthen the self-regulation of underwriting practices in the interbank bond market, particularly targeting non-compliant behaviors such as low underwriting fees and low-price underwriting [1] - The investigation is based on the self-discipline rules of the interbank bond market, which allows for disciplinary actions against institutions that violate these rules during their business operations [1] Group 2: Bond Issuance Details - Guangfa Bank announced a competitive procurement project for selecting underwriters for its 2025-2026 secondary capital bond issuance, with a total project scale of 35 billion yuan [1] - The selected underwriters include China Galaxy Securities, Guangfa Securities, Industrial Bank, Guotai Junan Securities, CITIC Construction Investment Securities, and CITIC Securities, with estimated service fees ranging from 700 yuan to 35,000 yuan [1] - The total estimated underwriting service fee for the project amounts to 63,448 yuan, with a 6% VAT applicable [1]

Core Viewpoint - The China Interbank Market Dealers Association has initiated self-discipline investigations against six main underwriters, including major securities firms and a bank, due to concerns over low underwriting fees in a recent bond issuance project [1][5]. Group 1: Investigation and Regulatory Actions - The self-discipline investigation was prompted by the observation of low underwriting fees in the 2025-2026 secondary capital bond project by Guangfa Bank, which raised market concerns [2][5]. - The association had previously issued a notice to strengthen the regulations on underwriting practices, specifically prohibiting bids below cost [3][5]. Group 2: Underwriting Fee Details - The total underwriting service fee for the six selected institutions was reported to be 63,448 yuan, with individual fees as low as 700 yuan for some firms [4][6]. - The breakdown of estimated service fees included: CITIC Jianan Securities at 35,000 yuan, CITIC Securities at 21,000 yuan, and others at significantly lower amounts [4][6]. Group 3: Market Dynamics and Implications - The phenomenon of low underwriting fees has been a recurring issue, with past instances showing fees as low as 0.0001% in previous bond issuances, indicating a trend of aggressive competition among underwriters [8][9]. - Analysts suggest that the practice of low-cost underwriting may lead to insufficient due diligence and could pose risks to the bond market, undermining the role of underwriters as gatekeepers [8][10]. Group 4: Recommendations for Improvement - There is a call for the industry to refocus on the core responsibilities of underwriting, emphasizing quality over quantity, and to establish stricter self-regulatory measures to combat unreasonable pricing practices [10]. - Experts recommend enhancing the ethical standards of underwriting personnel and relying on brand and professional expertise rather than aggressive pricing strategies to secure projects [10].

Core Viewpoint - The article discusses the recent implementation of self-regulatory measures by the China Securities Association aimed at promoting high-quality development in the securities industry, emphasizing stricter regulations and oversight to combat issues like financial fraud and improper competition [1][2]. Group 1: Regulatory Measures - The "Implementation Opinions" outlines 28 measures across seven areas, including enhancing self-regulation in underwriting and sponsorship, improving compliance and risk management, and strengthening public opinion guidance [1][2]. - The China Interbank Market Dealers Association has initiated self-regulatory investigations against six major underwriters for low pricing practices, indicating a shift towards stricter enforcement of regulations [1][2][3]. Group 2: Focus on Underwriting Practices - The emphasis on regulating underwriting fees and prohibiting incremental pricing reflects the recognition of significant issues within the industry, particularly concerning fraudulent practices and market manipulation [2][3]. - The recent case involving Guangfa Bank's low-cost underwriting service, where the total service fee was only RMB 63,448, highlights the challenges in enforcing compliance with established norms [2][3]. Group 3: Quality of Pricing Reports - The "Implementation Opinions" also stresses the importance of the quality of pricing reports, proposing that the quality be included in the evaluation of investment banks' performance, which could lead to a reduction in substandard reports [3][4]. - There is a suggestion to hold firms accountable for inaccurate or collusive reports that result in investor losses, indicating a move towards greater accountability in the industry [3][4]. Group 4: Self-Regulation and External Oversight - The article emphasizes the need for a combination of self-regulation and external oversight to foster a culture of compliance within the securities industry [4][5]. - The China Securities Association reported disciplinary actions against 13 companies and 53 individuals in 2024, showcasing the ongoing efforts to enforce self-regulatory measures [5][6]. Group 5: Public Opinion and Accountability - The "Implementation Opinions" aims to enhance public opinion supervision, reducing response times to four hours and shortening the management cycle for violation lists to 30 days, which is intended to accelerate corrective actions [6][7]. - The article argues that public opinion plays a crucial role in exposing issues within the capital market and should be strengthened rather than weakened [6][7].

Core Viewpoint - The announcement by the China Interbank Market Dealers Association regarding the low underwriting fees for bond issuance has sparked market attention and initiated a self-regulatory investigation into the practices of the involved institutions [1][3]. Group 1: Underwriting Fees and Market Reactions - The underwriting fees for the bond issuance by Guangfa Bank were reported as low as 700 RMB, raising concerns about the sustainability of such pricing in the market [1][2]. - Previous instances of low underwriting fees have been noted, including a case in September 2022 where fees ranged from 0.000046% to 0.0002%, which was also considered unusually low [2]. - The low fees have led to discussions on social media, highlighting the potential implications for the industry and the ability of firms to cover costs [1][2]. Group 2: Regulatory Response - The Dealers Association has expressed ongoing concern about the phenomenon of low-price competition in the bond underwriting sector, prompting them to issue a notification aimed at strengthening the norms for bond issuance and underwriting [3][4]. - Specific requirements were outlined for issuers and underwriters, including the need to conduct business based on market principles and to avoid practices that distort market prices [4]. - The Association emphasized the importance of maintaining investor rights and ensuring that underwriting fees do not fall below cost, as well as the need for transparency in the bidding process [4][5].

Core Viewpoint - The recent self-discipline investigation by the trading association has highlighted the phenomenon of "floor pricing" in bond underwriting, particularly in the case of the underwriting fees for the 2025-2026 secondary capital bond project of Guangfa Bank, which has drawn significant market attention [1][3]. Group 1: Low Pricing Phenomenon - The occurrence of three-digit underwriting fees is rare and reflects a broader trend of low-price competition within the industry [3]. - In the competitive bidding process for Guangfa Bank's bond issuance, the total underwriting fee for the six selected institutions was only 63,448 yuan, with some institutions quoting as low as 700 yuan [3][4]. - Historically, underwriting fees for bond projects typically do not fall below 1 million yuan, but recent trends show that actual fees have significantly decreased due to intensified competition [4][6]. Group 2: Market Dynamics - The underwriting fee rates for large state-owned and joint-stock banks can drop below 0.08%, primarily because these banks issue high-quality assets, making the issuance process simpler and less costly [7][8]. - Smaller banks often face higher costs for underwriting, with fees generally exceeding 1 million yuan, indicating a disparity in pricing strategies based on the size and quality of the issuing bank [8]. - The competitive landscape has led to a situation where institutions prioritize market share over profitability, resulting in a willingness to accept low fees to secure business [8][10]. Group 3: Regulatory Response - The trading association has issued guidelines to strengthen the norms for bond issuance and underwriting, emphasizing the need for market-based principles and fair treatment of all investors [10][11]. - There is a call for regulatory measures to establish minimum fee standards for bond issuance to prevent "involutionary" competition and ensure the quality of bond issuance [11][12]. - The industry is experiencing increased scrutiny from regulators, with a focus on compliance and the need for underwriting institutions to maintain a balance between cost control and regulatory adherence [11][12].

Core Viewpoint - The recent implementation opinions by the China Securities Association emphasize the need for stricter self-regulation and external regulation to promote high-quality development in the securities industry [1][4]. Group 1: Self-Regulation Measures - The implementation opinions outline 28 measures across seven areas, including enhancing self-regulation in sponsorship and underwriting, improving compliance and risk control systems, and strengthening public opinion guidance [1][2]. - The focus on self-regulation is highlighted by the investigation into six main underwriters for their low underwriting fees, indicating a stricter monitoring of potential violations [2][3]. - The association plans to incorporate the quality of pricing reports into the evaluation system for investment banks, aiming to improve the quality of these reports and reduce the occurrence of non-compliant reports [3]. Group 2: External Regulation and Oversight - The China Interbank Market Dealers Association has initiated self-regulatory investigations against institutions involved in low-price underwriting, signaling a commitment to enforce stricter regulations [2][5]. - The implementation opinions stress the importance of public opinion supervision, with a commitment to respond to public sentiment within four hours and manage violation lists dynamically within 30 days [6]. - The association's self-regulatory measures for 2024 included disciplinary actions against 13 companies and 53 individuals, reflecting a proactive approach to maintaining industry standards [5].