证券代码：601211 证券简称：国泰海通 公告编号：2026-002 国泰海通证券股份有限公司 关于 A 股限制性股票激励计划预留授予部分 第三个限售期解除限售条件成就的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ● 公司 A 股限制性股票激励计划预留授予部分第三个限售期解除限售条件 成就，符合解除限售条件的激励对象共 49 名，可解除限售的限制性股票数量共 计 2,916,898 股，约占公司当前总股本的 0.02%。 ● 本次 A 股限制性股票办理完解除限售手续后，在上市流通前，公司将发 布相关提示性公告，敬请投资者注意。 国泰海通证券股份有限公司（曾用名：国泰君安证券股份有限公司，以下简 称国泰海通或本公司或公司）于 2026 年 1 月 20 日召开第七届董事会第十次会议 （临时会议），审议通过了《关于公司 A 股限制性股票激励计划预留授予部分第 三个限售期解除限售条件成就并解除限售的议案》，根据公司 2020 年第一次临 时股东大会的授权，现对公司 A 股限制性股票激励计划（以下简称本激励 ...

北京市海问律师事务所 关于国泰海通证券股份有限公司 回购注销部分 A 股限制性股票及预留授予 的 A 股限制性股票第三个限售期部分 A 股 限制性股票解除限售条件成就的 法律意见书 二零二六年一月 海问律师事务所 HAIWEN & PARTNERS 北京市海问律师事务所 地址：北京市朝阳区东三环中路 5 号财富金融中心 20 层（邮编 100020） Address：20/F, Fortune Financial Center, 5 Dong San Huan Central Road, Chaoyang District, Beijing 100020, China 电话(Tel): (+86 10) 8560 6888 传真(Fax)：(+86 10) 8560 6999 www.haiwen-law.com 北京 BEIJING 丨上海 SHANGHAI 丨深圳 SHENZHEN 丨香港 HONG KONG 丨成都 CHENGDU 北京市海问律师事务所 关于国泰海通证券股份有限公司 回购注销部分 A 股限制性股票及预留授予的 A 股限制性股票第 三个限售期部分 A 股限制性股票解除限售条件成就的 法律意 ...

Core Viewpoint - The company plans to repurchase and cancel 81,712 restricted stocks from three incentive recipients due to alleged illegal activities or failure to meet performance targets, impacting its registered capital and requiring amendments to its articles of association [1] Group 1: Stock Repurchase Details - The repurchase price for the restricted stocks is set at 5.76 yuan per share [1] - The total repurchase amount will be 470,700 yuan, funded by the company's own resources [1] - Following the repurchase and cancellation, the company's registered capital will decrease by 81,712 yuan [1] Group 2: Compliance and Future Actions - The company will handle the necessary procedures related to the stock repurchase and disclose relevant information subsequently [1]

Core Viewpoint - The Chinese aviation industry is expected to enter a "super cycle," driven by demand growth and recovery in passenger structure, with price and profitability expected to rise starting in 2026 [1] Group 1: Industry Outlook - By 2025, the Chinese aviation supply will enter a low growth era, with structural changes in demand being a core issue [1] - From 2023 to 2025, rapid recovery and sustained growth in aviation demand are anticipated, with private demand remaining strong over the past three years, while public and business demand is expected to remain below 2019 levels in 2024-2025 [1] - It is estimated that by 2025, China's civil aviation passenger traffic will grow by 5-6% year-on-year, with a cumulative increase of 17% compared to 2019 [1] Group 2: Pricing and Capacity - By 2025, the passenger load factor in China's civil aviation is expected to reach a historical high, while ticket prices remain at historically low levels, with estimates indicating that domestic ticket prices including fuel will be lower than in 2024 and 2019 [1] - The industry's profitability has not yet recovered, primarily due to the low proportion of public and business demand compared to 2019, leading airlines to prioritize load factors and exchange price for volume to ensure passenger growth and load factor increases [1] Group 3: Spring Festival Travel Insights - During the 2025 Spring Festival travel period, the total cross-regional personnel flow exceeded 9 billion, marking a historical high with a year-on-year growth of 7% [2] - Aviation passenger traffic is estimated to have increased by 7% year-on-year, with domestic traffic growing by 4-5% and international traffic seeing nearly a 30% increase [2] - Domestic ticket prices are estimated to have decreased by approximately 10% year-on-year, influenced by high base numbers and increased high-speed rail services [2] Group 4: 2026 Spring Festival Expectations - The aviation market is entering a traditional off-season, but demand is expected to remain strong for the 2026 Spring Festival travel period, with pre-sales for tickets already starting [3] - The anticipated travel period from February 2 to March 13, 2026, is expected to see significant demand, particularly in southern coastal cities and popular tourist destinations [3] - Airlines are expected to control the increase in flights and capacity, with limited additional flights anticipated during the Spring Festival, benefiting airlines' revenue management [3]

Group 1 - The main market experienced a net outflow of 87.896 billion yuan in principal funds as of January 20 [1] - The top ten sectors with inflows of principal funds included: Banking (1.463 billion yuan), Engineering Construction (0.882 billion yuan), Insurance (0.628 billion yuan), Securities (0.571 billion yuan), Real Estate Development (0.462 billion yuan), Logistics (0.366 billion yuan), Fertilizer Industry (0.349 billion yuan), Cement and Building Materials (0.321 billion yuan), Real Estate Services (0.289 billion yuan), and Alcohol Industry (0.272 billion yuan) [1] Group 2 - The Insurance sector saw an inflow of 0.628 billion yuan, with China Ping An being a notable company [2] - The Securities sector had an inflow of 0.571 billion yuan, with Guotai Junan being a notable company [2] - The Real Estate Development sector recorded an inflow of 0.462 billion yuan, with Hefei Urban Construction being a notable company [2] - The Fertilizer Industry had an inflow of 0.349 billion yuan, with Salt Lake Co. being a notable company [3] - The Cement and Building Materials sector saw an inflow of 0.321 billion yuan, with Conch Cement being a notable company [3] - The Real Estate Services sector recorded an inflow of 0.289 billion yuan, with Wo Ai Wo Jia being a notable company [3] - The Alcohol Industry had an inflow of 0.272 billion yuan, with Luzhou Laojiao being a notable company [3]

Core Viewpoint - The report from Guotai Junan predicts that the revenue and net profit growth rate for listed banks in 2025 will be 1.5% and 2.2% respectively, benefiting from stable interest margins and declining credit costs [1][2] Revenue and Profit Forecast - The expected revenue and net profit growth rates for the sample banks (26 listed banks) in 2025 are 1.5% and 2.2%, which represent an increase of 0.3 percentage points compared to the first three quarters of 2025 [2] - The net interest income growth is projected to turn positive, with an expected annual growth rate of 0.3%, improving from a negative growth of -0.6% in the first three quarters of 2025 [1][2] Asset Growth - For Q4 2025, the growth rates of interest-earning assets and loans are expected to be 9.04% and 8.07% respectively, showing a slight decline from Q3 2025 [2] - By the end of December 2025, the growth rates for loans and bond investments are projected to be 6.9% and 16.4%, respectively, both lower than the end of September 2025 [2] Interest Margin - The interest margin for 2025 is expected to stabilize at 1.40%, with the net interest income growth projected to improve to 0.3% for the year [2] - The stability in interest margin is attributed to the repricing of high-cost long-term deposits and a stable Loan Prime Rate (LPR) [2] Non-Interest Income - The growth rate for non-interest income is expected to be 4.8% in 2025, a decrease of 2.8 percentage points compared to the first three quarters of 2025 [3] - The attractiveness of dividend insurance products is expected to drive growth in fee income through the bancassurance channel [3] Asset Quality - The credit cost for 2025 is projected to be 0.58%, a decrease of 8 basis points compared to the first three quarters of 2025 [4] - The non-performing loan (NPL) ratio is expected to remain stable at 1.21%, with a slight decrease in the provision coverage ratio to 239.1% [4] Investment Recommendations - For 2026, the investment focus in the banking sector includes identifying banks with potential for growth, recommending Ningbo Bank, China Merchants Bank, and Nanjing Bank [4] - Emphasis on banks with convertible bond expectations, recommending Chongqing Bank and Changshu Bank [4] - Continuation of dividend strategies is anticipated, recommending Bank of Communications, Jiangsu Bank, and others [4]

Core Viewpoint - Guotai Junan successfully completed the integration of over 100 IT information systems and migrated more than 20 million clients' data to its next-generation distributed core trading system, marking the completion of major integration projects for the parent company [1][2]. Group 1: Integration Completion - The integration process took 8 months, starting from January 2025, and included infrastructure, system expansion, account, and commission integration [2]. - The integration was executed in three phases: gray-scale switching, pilot switching, and overall switching, ensuring seamless transitions across 21 batches [2]. - The new trading system now supports over 43 million clients, making it the largest full-stack core system in the industry [2]. Group 2: Future Development - The completion of the integration opens a new chapter for the company, allowing for deeper development and integration of its subsidiaries [3][6]. - The company is currently addressing issues related to competition among subsidiaries and is working on the integration of asset management subsidiaries [6][9]. - Future plans include enhancing customer service capabilities and core competitive advantages to establish a leading investment bank with international competitiveness [6]. Group 3: Financial Performance - For the first three quarters of 2025, Guotai Junan reported revenues of 45.892 billion yuan, a year-on-year increase of 101.60%, and a net profit of 22.074 billion yuan, up 131.80% [10]. - The significant growth in performance is attributed to the absorption of Haitong Securities, which expanded the company's business scale and increased net investment income, brokerage fees, and interest income [10]. Group 4: Fund Management Integration - The company is required to consolidate its public fund resources due to regulatory requirements, as it currently controls multiple fund companies, which violates the "one participation, one control, one license" policy [9][10]. - There are four potential merger scenarios for the two major public fund companies under Guotai Junan, including various combinations of acquisitions and sales [10].

Group 1 - The core viewpoint of the report is that the CSRC is seeking public opinion on the "Derivatives Trading Supervision Management Measures (Trial) (Draft for Comments)", indicating a trend towards gradual regulation and steady development of the derivatives business in the long term [1] - The report suggests that the purpose of the draft is to implement the new "National Nine Articles" related arrangements and improve the regulatory system for derivatives business [1] - The report emphasizes that the derivatives business is expected to benefit from market activity and expansion, with a focus on the development potential of high-quality leading brokerages that leverage customer bases and professional capabilities [3] Group 2 - The revised measures continue the overall goal of "preventing risks and serving the real economy," with more specific and refined regulations compared to previous drafts [2] - Key modifications include the implementation of counter-cyclical adjustments in derivatives trading, maintaining reasonable leverage levels and market sizes, and optimizing specific rules related to business qualifications and risk management [2] - The measures also reflect a cautious innovation attitude, suggesting the prudent development of overly complex derivatives contracts and enhancing cross-border regulatory cooperation with foreign regulatory bodies [2]

Core Viewpoint - The report suggests a tactical overweight in A/H shares, U.S. stocks, and gold, while recommending an underweight in U.S. Treasuries and crude oil due to various economic and geopolitical factors. Group 1: U.S. Treasury and Monetary Policy - The uncertainty surrounding the new Federal Reserve chairperson is increasing, leading to heightened market speculation regarding U.S. monetary policy, which makes U.S. Treasuries less attractive compared to risk assets [1][3] - The U.S. labor market is cooling, and lower energy prices along with slow wage growth are likely to reduce inflationary pressures, providing the Federal Reserve with more room to adjust monetary policy [3] - U.S. Treasury yields are expected to decline moderately, but the uncertainty regarding the Federal Reserve's leadership is causing a lower risk-return ratio for Treasuries compared to risk assets [3] Group 2: Chinese Equity Market - Multiple factors support the performance of Chinese equities, leading to a recommendation for an overweight in A/H shares [2] - The upcoming economic work conference and the start of the 14th Five-Year Plan in 2026 are expected to result in an expansion of the fiscal deficit and more aggressive economic policies [2] - The anticipated interest rate cut by the Federal Reserve in December and the stable appreciation of the RMB will create favorable conditions for monetary easing in China at the beginning of 2026 [2] Group 3: Gold Market - The geopolitical turmoil is increasing uncertainty, which enhances gold's resilience and safe-haven attributes, leading to a recommendation for an overweight in gold [4] - Continuous gold purchases by central banks support the long-term price stability of gold, despite fluctuations driven by speculative trading [4] - The Trump administration's policies are perceived to undermine U.S. international credibility, further bolstering gold's appeal [4] Group 4: Crude Oil Market - Short-term volatility in the crude oil market is expected to increase, leading to a recommendation for an underweight in crude oil [5] - Investor expectations regarding crude oil supply and demand are relatively aligned, with OPEC+ maintaining moderate production adjustments [5] - Geopolitical events in South America may increase U.S. influence on global oil prices, while the Trump administration's policies are inclined towards lower oil prices, suggesting continued pressure on crude oil prices [5]

Core Insights - The Hong Kong stock market has seen active financing since the beginning of the year, with equity financing reaching HKD 39.09 billion, a year-on-year increase of 316.27% [1] - Chinese securities firms are increasingly taking a leading role in the Hong Kong market, with six out of the top ten equity underwriting positions held by Chinese institutions, accounting for a total market share of 56.15% [1][2] Group 1: Market Performance - The Hang Seng Index rose by 27.77% in 2025, and the primary market equity financing reached HKD 612.7 billion, a year-on-year increase of 248.8% [1] - The active investment and financing environment is attributed to the deep involvement of intermediary institutions, providing valuable development opportunities for investment banks [1] Group 2: Underwriting and Advisory Services - In IPO sponsorship, China International Capital Corporation (CICC) led with a sponsorship scale of HKD 51.65 billion, followed by CITIC Securities (Hong Kong) at HKD 46.03 billion [2] - CICC also demonstrated a strong advantage in refinancing underwriting, with a scale of HKD 24.97 billion and 13 transactions [2] Group 3: Strategic Developments - Chinese securities firms are enhancing their presence in Hong Kong to capture growth opportunities, with several firms increasing capital for their subsidiaries and providing guarantees for business development [4] - For instance, Guotai Junan Securities announced plans to secure a bank loan of up to HKD 35 million to support its Hong Kong subsidiary [4] Group 4: Future Outlook - The Hong Kong market is becoming a crucial platform for Chinese securities firms to expand internationally, with expectations of increased opportunities as international investors seek quality Chinese assets [3] - The core opportunity for Chinese securities firms lies in leveraging their client networks and understanding of Chinese enterprises to serve "A+H" listed companies and support the internationalization of domestic industry chains [5]