根据《中华人民共和国公司法》《中华人民共和国证券法》（以下统称"有关 法律"）及《国泰海通证券股份有限公司章程》（以下称"公司章程"）的规定， 本所作为国泰海通证券股份有限公司（以下称"公司"）的法律顾问，应公司的 要求，指派律师列席公司于 2025 年 12 月 29 日召开的 2025 年第二次临时股东会 （以下称"本次会议"），对本次会议召开的合法性进行见证，并依法出具本法律 意见书。 在本法律意见书中，本所律师仅对本次会议召集和召开的程序、表决程序及 出席本次会议现场会议的股东或股东代理人资格、召集人的资格是否符合有关法 律和公司章程的规定，以及本次会议审议的议案表决结果是否有效发表意见，并 不对本次会议所审议的议案内容以及议案所表述的事实或数据的真实性、准确性、 合法性发表意见。本所律师假定公司提交给本所律师的资料（包括但不限于有关 人员的居民身份证、授权委托书、企业法人营业执照等）真实、完整，资料上的 签字和/或印章均是真实的，资料的副本或复印件均与正本或者原件一致。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，对与 出具本法律意见书有关的资料和事实进行了核查和验证，现发表法律意 ...

Core Viewpoint - 2025 is a pivotal year for the Chinese securities industry, focusing on deepening functional positioning and high-quality development, with an emphasis on mergers and acquisitions, international expansion, and technological innovation [2][4]. Group 1: Industry Development Strategy - The industry development strategy is projected in two dimensions: internally, to create a first-class investment bank through mergers and acquisitions; externally, to recommend the value of Chinese assets to global markets [2]. - High-quality development is the main theme, requiring securities firms to act as both market participants and builders, as well as to become "boosters" of technological innovation and "guardians" of residents' wealth [2]. Group 2: Mergers and Acquisitions - 2025 marks a critical year for mergers and acquisitions in the Chinese securities industry, with major firms merging and smaller institutions seeking transformation [4]. - Notable mergers include the formation of "Guotai Haitong Securities" from Guotai Junan and Haitong Securities, and the merger of Guolian Securities and Minsheng Securities, which has significantly improved their profitability rankings [4][5]. - The merger wave is reshaping the competitive landscape, with the top firms now dominating profit rankings [4]. Group 3: Classification Evaluation - The classification evaluation of securities firms is undergoing significant revisions in 2025, emphasizing the need for firms to enhance their functional roles and professional capabilities [6]. - New regulations remove the revenue bonus while increasing the emphasis on return on equity (ROE), guiding firms to focus on operational efficiency rather than mere scale [6][7]. Group 4: Margin Trading and Financing - The margin trading market is heating up, with a record balance of 2.54 trillion yuan, reflecting a 36.6% increase from the beginning of the year [9]. - Competition among firms has intensified, with some lowering financing rates below 4% to attract clients, indicating a shift towards long-term client retention strategies [9][10]. Group 5: Investment Banking and Technology - The securities industry is adapting to the "hard technology" era, with reforms aimed at providing more inclusive financing paths for tech companies [11]. - Firms are establishing research institutes focused on emerging industries and enhancing their service capabilities through collaboration and talent development [13]. Group 6: AI Integration - The adoption of AI technologies is rapidly transforming the securities industry, with firms implementing AI across various business functions, significantly improving efficiency [15]. - The shift towards AI-driven services is seen as a critical factor in maintaining competitive advantage, with some firms fully committing to AI integration [15]. Group 7: Internationalization - Chinese securities firms are deepening their internationalization efforts, expanding their service offerings beyond traditional roles to include cross-border wealth management and derivatives trading [17]. - The internationalization process is driven by both market demand and strategic goals, positioning firms as key players in the global market [17][18]. Group 8: Asset Management Transformation - The public offering process for asset management is reaching a turning point, with firms reassessing their roles in the broader asset management landscape [19]. - The transition of collective investment products is a priority, with many firms adapting to regulatory changes and focusing on private equity and other specialized products [20][21]. Group 9: Capital Space Optimization - Regulatory changes are encouraging firms to optimize capital management, with a focus on enhancing capital utilization efficiency [25]. - The average leverage ratio of listed securities firms is currently at 3.45 times, indicating room for improvement compared to other financial institutions [25]. Group 10: Name Changes Reflecting Strategic Shifts - A wave of name changes among securities firms signals strategic realignments and resource restructuring following mergers and acquisitions [26]. - The name changes often reflect deeper integration and new strategic directions, indicating a shift in focus and operational capabilities [26][28].

Core Viewpoint - The merger of major brokerages is creating new industry giants, with the combined entity of Guotai Junan and Haitong Securities expected to lead the market in terms of total assets and net assets [1] Group 1: Company Performance - Guotai Junan has shown steady growth in performance prior to the merger, while Haitong Securities faced short-term pressure due to overseas asset impairments [1] - The merged company is projected to have total assets exceeding 2.01 trillion yuan and net assets of 338.9 billion yuan by the end of Q3 2025, ranking first in the industry [1] Group 2: Revenue and Profit Growth - Revenue growth rates for the merged company are forecasted at 36.0%, 12.4%, and 11.4% for the years 2025 to 2027, respectively [1] - The net profit growth rates for the same period are expected to be 95.0%, -3.3%, and 12.1%, indicating strong core business profitability despite one-time impacts [1] Group 3: Valuation - Using a segment valuation method, the estimated reasonable total market value of the company is projected to be in the range of 340 billion to 543.3 billion yuan, corresponding to a stock price range of 19.30 to 30.82 yuan per share [1] - Considering the company's industry position, strategic planning, business advantages, and capital strength, it is rated as "outperforming the market" [1]

Core Viewpoint - 2025 is a pivotal year for the Chinese securities industry, focusing on deepening functional positioning and high-quality development, with an emphasis on mergers and acquisitions, international expansion, and technological innovation, particularly through AI applications [1][2]. Mergers and Acquisitions - The year marks a critical phase for mergers and acquisitions in the securities industry, with major firms like Guotai Junan and Haitong Securities merging to form Guotai Haitong Securities, and other significant consolidations such as Guolian Securities and Minsheng Securities [3][4]. - The competitive landscape is shifting, with Guotai Haitong leading in net profit, and Guolian Minsheng's ranking improving significantly from around 40th to the top 20 [3]. - New merger cases are emerging, such as CICC's plan to merge with Xinda Securities and Dongxing Securities, potentially creating a new entity with over 1 trillion yuan in total assets [3]. Industry Integration Logic - Two main integration strategies are evident: resource consolidation under the same actual controller and market-driven mergers aimed at enhancing national influence [4]. - Analysts suggest that resource integration may become the most important way for securities firms to quickly enhance scale and comprehensive strength [4]. Classification Evaluation Reform - A significant revision of the classification evaluation for securities firms is underway, emphasizing the need for firms to enhance their functional roles and professional capabilities [5][6]. - The new regulations aim to shift focus from revenue expansion to improving operational efficiency and professional skills, thereby enhancing overall industry competitiveness [5]. Margin Trading Market - The margin trading market is heating up, with a record balance of 2.54 trillion yuan, reflecting a 36.6% increase from the beginning of the year [7]. - Several firms have raised their margin trading limits, and a price war on interest rates has begun, with some firms offering rates below 4% [8][9]. Investment Banking and Technology - The securities industry is adapting to a new era of "hard technology," with reforms aimed at providing more inclusive financing paths for tech companies [10][11]. - Securities firms are establishing research institutes focused on emerging industries and enhancing their service capabilities through collaboration and talent development [11]. AI Integration - The adoption of AI technologies is rapidly transforming the industry, with applications expanding across various business functions, significantly improving efficiency [12][13]. - Firms are moving towards an "AI-native" model, enhancing client engagement and operational management through AI tools [12]. Internationalization of Securities Firms - The internationalization of Chinese securities firms is accelerating, with a focus on comprehensive service capabilities and participation in global market competition [14][15]. - This trend is driven by the growing demand for cross-border services and the strategic goal of building first-class investment banks [14]. Asset Management Transformation - The public offering process for asset management is at a turning point, with firms reassessing their positioning in the broader asset management landscape [16][17]. - The industry is witnessing a decline in the rush for public fund licenses, with many firms withdrawing applications, indicating a shift in focus towards existing business optimization [16]. Impact of Fund Fee Reforms - The implementation of public fund fee reforms is pushing securities firms to enhance their research and wealth management capabilities, with a notable decline in commission revenues [18]. - Firms are transitioning towards a buyer advisory model, focusing on asset management and providing comprehensive solutions rather than merely selling products [18]. Regulatory Environment - Regulatory signals indicate a potential easing of capital requirements for high-quality institutions, aimed at improving capital utilization efficiency [19]. - Analysts suggest that enhancing leverage and capital efficiency could drive growth in high-value capital-intensive businesses [19]. Name Changes Reflecting Strategic Shifts - A wave of name changes among securities firms signifies strategic realignments and resource restructuring following mergers and acquisitions [20][21]. - These changes reflect deeper integration and the influence of new stakeholders, indicating a shift in strategic focus and operational capabilities [20].

Group 1 - The core viewpoint of the report is that the company maintains a "buy" rating for Modern Dairy (01117), expecting EPS of 0.05 and 0.19 yuan per share for 2026 and 2027 respectively, benefiting from the reversal of the meat and milk cycle [1] - The company is progressing with the acquisition of China Shengmu, having signed an irrevocable voting proxy agreement on October 30, and plans to acquire 1.28% of Shengmu shares for 37.52 million HKD, which will trigger a mandatory general offer [2] - The acquisition will integrate upstream resources from the major shareholder Mengniu, enhancing scale effects, with the total herd size expected to exceed 610,000 heads and raw milk production to surpass 4 million tons [3] Group 2 - The dairy cow inventory is accelerating its reduction due to ongoing financial pressures and a decrease in heifer restocking, with the impact expected to manifest monthly [4] - The Ministry of Commerce has announced preliminary rulings on anti-subsidy investigations against dairy products from the EU, imposing temporary anti-subsidy tax guarantees, which is expected to accelerate domestic substitution in the dairy processing industry [4]

Group 1 - The core viewpoint of the report is that Cathay Pacific Haitong maintains a "buy" rating for Modern Dairy (01117), expecting EPS of 0.05 and 0.19 HKD per share for 2026 and 2027 respectively, benefiting from the reversal of the meat and milk cycle [1] - The company is progressing with the acquisition of China Shengmu, having signed an irrevocable voting proxy agreement on October 30, and plans to acquire 1.28% of shares for 37.52 million HKD, which will trigger a mandatory general offer [2] - The acquisition will integrate upstream resources from the major shareholder Mengniu, enhancing scale effects, with the total herd size expected to exceed 610,000 heads and raw milk production to surpass 4 million tons [3] Group 2 - The dairy cow inventory is accelerating its reduction due to ongoing financial pressures and a decrease in heifer restocking, with the impact expected to manifest monthly [4] - The Ministry of Commerce has announced preliminary rulings on anti-subsidy investigations against dairy products from the EU, imposing temporary anti-subsidy tax guarantees starting December 23, which is expected to accelerate domestic substitution in the dairy processing industry [4]

Core Viewpoint - Cathay Securities has initiated coverage on CloudWalk Technology, assigning a "Buy" rating with a target price of HKD 451.33, highlighting the vast potential for AI application deployment in the market [1] Company Summary - CloudWalk Technology is recognized as a veteran player in the AI voice sector, with significant growth prospects in AI applications [1] - The company is projected to achieve revenues of RMB 1.268 billion, RMB 1.943 billion, and RMB 2.659 billion for the years 2025, 2026, and 2027 respectively, reflecting year-on-year growth rates of 35%, 53%, and 37% [1] Industry Summary - According to Frost & Sullivan, the market size for AI solutions in China is expected to reach RMB 180.4 billion in 2024, with a five-year compound annual growth rate (CAGR) of 33.7%, and is projected to grow to RMB 1,174.9 billion by 2030, with a CAGR of 36.7% [1] - The recent launch of the "Shanhai Zhi Medical Model 5.0" by CloudWalk Technology represents a significant advancement in the medical AI field, featuring a dual-core product system that integrates medical text processing and multi-modal capabilities, making it one of the most comprehensive medical AI technology support systems in the industry [1]

Group 1 - The Heilongjiang Securities Regulatory Bureau issued a warning letter to Guotai Junan Heilongjiang Branch due to multiple violations in brokerage and investment banking operations this year [1] - The violations include employees engaging in unauthorized securities trading, improper handling of client accounts, and inadequate employee management [1] - The regulatory measures were taken under the Compliance Management Measures for Securities Companies and Securities Investment Fund Management Companies [1] Group 2 - Guotai Junan's Heilongjiang Branch received another regulatory penalty this month from the Shenzhen Stock Exchange for issues related to independent financial advisory services [2] - The Shenzhen Stock Exchange criticized Guotai Junan for failing to adequately verify the revenue recognition of the target company during the asset restructuring process [2] - Two project sponsors, Zhu Kaikai and Lin Zipeng, were also reprimanded for their roles in the project [2]

Investment Rating - The report assigns an "Outperform" rating to the company for the first time [4] Core Viewpoints - The merger of Guotai Junan and Haitong Securities has created a new industry giant, with total assets exceeding 2.01 trillion yuan and net assets reaching 338.9 billion yuan, both ranking first in the industry [1][9] - The company has demonstrated significant financial performance, with a 101.6% year-on-year increase in revenue and a 131.8% increase in net profit for the first three quarters of 2025 [2][15] - The company is focusing on deep collaboration in core businesses, leveraging its comprehensive financial service system to enhance competitive advantages [3] Company Overview - Guotai Haitong Securities was formed by the merger of Guotai Junan and Haitong Securities in April 2025, becoming the largest A+H dual-market brokerage in China's capital market [9] - The company's ownership structure is characterized by state-owned capital dominance, with significant participation from institutional investors, ensuring stable strategic execution [10] Financial Performance - For the first three quarters of 2025, the company achieved operating revenue of 458.92 billion yuan and a net profit of 220.74 billion yuan, driven by increased market activity and cost synergies [2][15] - The annualized ROE reached 8.10% by the third quarter of 2025, surpassing the industry average [2][15] Business Segments - The company has a comprehensive business layout, including securities brokerage, investment banking, asset management, and wealth management, providing a full range of financial services [16] - The asset management segment, formed by merging the asset management arms of both companies, has reached a management scale of 705.19 billion yuan, ranking second in the industry [57] Investment Banking - The investment banking business has strengthened resource integration and focused on cross-border operations, achieving a domestic securities underwriting amount of 708.18 billion yuan in the first half of 2025, ranking second in the industry [63] Profit Forecast and Valuation - The company is expected to see revenue growth rates of 36.0%, 12.4%, and 11.4% from 2025 to 2027, with net profit growth rates of 95.0%, -3.4%, and 12.1% respectively [71][72] - The current PB valuation is approximately 1.12 times, indicating a potential for valuation to align with industry averages due to the company's strong business and capital position [7][73]

Group 1 - The Chinese stock market is expected to cross and stabilize at important levels, with a "transformation bull" market anticipated to peak again by 2026. Emerging technology is identified as the main focus, while cyclical consumption is viewed as a transformation opportunity, and large financial institutions are expected to perform well [3][10] - The Shanghai Composite Index reached 4000 points on October 28, marking a 10-year high, which supports the strategic judgment made by Guotai Junan for 2025. The market is expected to see a year-end rally starting in December [4][11] - Since 2025, the Chinese capital market has begun to consolidate social confidence and capital, entering a period of significant development. The macro policy shift in September 2024 alleviated internal concerns, while improved national strength and governance have allowed for better handling of external trade tensions [5][12] Group 2 - The breaking of the "guaranteed return" phenomenon in China has led to a systemic decline in risk-free returns, with an influx of new capital into the market still ongoing. The long-term interest rates in China are expected to drop below 2% in the second half of 2024, and the demand for asset management is projected to surge as the maturity peak of fixed deposits approaches in 2026 [6][12] - Capital market reforms have enhanced the investability of Chinese assets and improved market resilience to risks, transitioning the stock market from volatility to stability. Recent regulatory changes have encouraged capital inflow into the market [13] - The transformation of China's industrial structure is reducing uncertainty in economic and social development, providing clearer investment signals. Traditional industries are stabilizing, while new technology sectors are entering an expansion phase, indicating a favorable environment for investment [7][13]