债券简称：19 深圳能源绿色债 01、 债券代码：1980049.IB、 国泰海通证券股份有限公司 关于深圳能源集团股份有限公司涉及信息披露事务负责人 发生变动的临时债权代理事务报告 债权代理人 （住所：中国（上海）自由贸易试验区商城路 618 号） 二〇二五年五月 重要声明 根据发行人披露的《深圳能源集团股份有限公司关于聘任董事会秘书的公 告》，2025 年 5 月 20 日，公司董事会八届三十四次会议审议通过了《关于聘任 董事会秘书的议案》。 本报告依据《公司债券发行与交易管理办法》 《2018 年深圳能源集团股份有 限公司绿色公司债券债权代理协议》等相关规定和约定、公开信息披露文件以及 深圳能源集团股份有限公司（以下简称公司、深圳能源或发行人）出具的相关说 明文件以及提供的相关资料等，由债权代理人国泰海通证券股份有限公司（以下 简称国泰海通证券）编制。 公司董事会近日收到董事会秘书周朝晖先生提交的书面辞职报告。周朝晖先 生因工作变动不再担任公司董事会秘书职务，离任后将继续在公司全资子公司深 圳市能源运输有限公司担任执行董事、总经理职务。周朝晖先生原定任期至公司 第八届董事会任期届满时止。 根据相关法律、 ...

Core Viewpoint - The A-share market is expected to continue its consolidation next week, influenced by technical indicators and upcoming holiday-related risk aversion among investors [1][2]. Market Analysis - The liquidity shock indicator for the CSI 300 index was 1.13 on Friday, lower than the previous week (2.63), indicating current market liquidity is 1.13 times above the average level of the past year [2]. - The put-call ratio for the SSE 50 ETF options decreased to 0.94 from 1.03, suggesting a decline in investor caution regarding the short-term performance of the SSE 50 ETF [2]. - The five-day average turnover rates for the SSE Composite Index and Wind All A were 0.85% and 1.40%, respectively, indicating a decrease in trading activity, positioned at the 58.47% and 68.54% percentiles since 2005 [2]. Macro Factors - The RMB exchange rate fluctuated last week, with onshore and offshore rates increasing by 0.2% and 0.52%, respectively [2]. - Historical data shows that from May 2005 onwards, the probability of the SSE Composite Index, CSI 300, CSI 500, and ChiNext Index rising in the latter half of May was 45%, 45%, 50%, and 47%, with average gains of -0.1%, -0.02%, 0.67%, and 1.71% [2]. Event-Driven Factors - The US stock market experienced a downward trend last week, with the Dow Jones, S&P 500, and Nasdaq indices reporting weekly returns of -2.47%, -2.61%, and -2.47%, respectively [2]. - The People's Bank of China conducted a 500 billion yuan MLF operation on May 23, with a one-year term, resulting in a net injection of 375 billion yuan for May, marking the third consecutive month of increased liquidity [2]. Technical Analysis - The Wind All A index broke below the SAR point on May 23, but the moving average strength index remains above average, indicating no bottoming pattern has emerged [2]. - The current market score based on the moving average strength index is 154, positioned at the 62.5% percentile since 2021 [2]. Performance Overview - For the week of May 19-23, the SSE 50 index fell by 0.18%, the CSI 300 index also decreased by 0.18%, the CSI 500 index dropped by 1.1%, and the ChiNext index declined by 0.88% [3]. - The overall market PE (TTM) stands at 19.0 times, which is at the 50.6% percentile since 2005 [3]. Factor Crowding Observations - The crowding degree for low valuation factors has decreased, with small-cap factor crowding at 0.91, low valuation factor crowding at 0.25, high profitability factor crowding at -0.23, and high profitability growth factor crowding at -0.03 [3]. - Industry crowding is relatively high in machinery equipment, comprehensive, retail, environmental protection, and automotive sectors, while transportation and non-ferrous metals sectors have seen a significant increase in crowding [3].

Core Insights - The article predicts the adjustment list for major market index constituents as of June 2025, utilizing refined financial loss identification rules and a review mechanism for securities [1][2] - It highlights significant Alpha return characteristics in the sample combinations of stocks added or removed during index adjustments, particularly through liquidity shock factor grouping [1][2] Market Index ETF Scale - As of April 2025, the scale of various ETFs such as SSE 50, STAR 50, CSI 300, CSI 500, CSI 1000, and ChiNext Index are 170.6 billion, 166.4 billion, 1077.3 billion, 144.1 billion, 140.9 billion, and 115.6 billion respectively [1] - The overall scale of these index ETFs has increased nearly fourfold compared to the end of 2021, indicating a growing trend towards index-based investment [1] Index Adjustment Rules and Historical Testing - The article outlines that the CSI and National Index series are adjusted twice a year, with a high prediction accuracy and coverage rate of around 90% for the CSI 300 index adjustments [2] - It emphasizes the significant Alpha return characteristics observed in the sample combinations during the prediction and announcement periods of index adjustments [2] Arbitrage Strategy Research - Since the second half of 2019, single adjustment absolute returns have been 18.36%, with long-short returns at 23.89% and excess returns at 15.10% [2] - Annual adjustment absolute returns reached 40.09%, with long-short returns at 50.84% and excess returns at 33.47% [2]

Market Overview - Global stock markets experienced a correction last week, with a risk preference retreating from high levels. The MSCI Global Index fell by 1.9%, with developed markets down by 2.1% and emerging markets down by 0.5% [3][10] - The Hang Seng Index showed the best performance among emerging markets, increasing by 1.1%, while the Korean Composite Index was the weakest, declining by 1.3% [3][10] Sector Performance - In the US market, defensive sectors such as utilities and consumer staples performed well, while technology sectors faced adjustments. The S&P 500 saw a decline of 2.6% [10] - In the European market, utilities and communication services led with gains of 2.6% and 2.3%, while consumer discretionary and energy sectors lagged behind [10] - The Hong Kong market saw significant gains in the materials and healthcare sectors, with increases of 6.1% and 5.6%, respectively [10] Valuation Trends - Developed markets' overall valuation decreased, with the latest PE and PB ratios at 21.9x and 3.5x, respectively, placing them at the 86% and 97% percentile levels since 2010 [21] - Emerging markets' valuations improved, with PE and PB ratios at 15x and 1.9x, respectively, at the 72% and 85% percentile levels since 2010 [22] Earnings Expectations - Earnings expectations for global markets were mostly revised downwards, with Hong Kong showing a notable upward revision. The Hang Seng Index's 2025 EPS forecast was adjusted from 2214 to 2222 [27] - The S&P 500's 2025 EPS forecast was revised down from 264 to 263, with the consumer discretionary sector seeing the largest upward revision of +0.2% [27][28] Liquidity Conditions - Global liquidity conditions tightened marginally last week, with macro liquidity indicators showing a mixed trend across regions. The US and China saw interest rates decline, while European rates slightly increased [30] - The tightening of liquidity was reflected in the increase of long-term bond yields in major countries, with the UK, Japan, and the US seeing the largest increases [30] Economic Outlook - The economic outlook showed divergence, with the US economy experiencing a marginal decline in sentiment, as indicated by a drop in the manufacturing PMI to 48.7% [35] - In contrast, the European economy maintained stability, with the Eurozone manufacturing PMI at 49% and service PMI at 50.1%, indicating continued expansion [43]

差异化权益分派特殊除权除息事项的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作为天津 金海通半导体设备股份有限公司（以下简称"金海通"或"公司"）的持续督导机构， 根据《中华人民共和国公司法》 国泰海通证券股份有限公司 关于天津金海通半导体设备股份有限公司 《中华人民共和国证券法》 《上海证券交易所交易 规则》《上海证券交易所上市公司自律监管指引第 7 号——回购股份》等相关规 定，对公司 2024 年度利润分配所涉及的差异化权益分派特殊除权除息事项进行 了审慎核查，具体情况如下： 一、本次差异化分红方案及原因 （一）本次差异化分红方案 根据公司于 2025 年 3 月 19 日公告的《天津金海通半导体设备股份有限公司 关于 2024 年度利润分配方案的公告》和公司于 2025 年 4 月 8 日召开的 2024 年 年度股东大会审议通过的《关于 2024 年度利润分配方案的议案》，公司 2024 年 度利润分配方案如下： 公司拟以实施权益分派时股权登记日登记的总股本扣减公司回购专用账户 的股数为基数，向全体股东（公司回购专用证券账户除外）每 10 股派发现金红 利 1.70 元（ ...

Group 1: Company Overview - Zhifei Biological, established in 2002, focuses on the research, production, and sales of vaccines, becoming a leader in China's biopharmaceutical industry with a commitment to social benefits first and corporate benefits second [3] - The company has five wholly-owned subsidiaries, many of which are high-tech enterprises, and continues to innovate in bacterial and viral vaccines [3] - In 2024, Zhifei Biological achieved a revenue of 26.07 billion and a net profit of 2.018 billion, despite facing market demand challenges [3] Group 2: Research and Development - Zhifei Biological invested 1.391 billion in R&D in 2024, increasing its R&D personnel to 1,072, with cumulative R&D investment exceeding 5.1 billion over the past five years [3] - The company employs a matrix layout and platform technology breakthroughs to drive product innovation and meet public health needs [3] Group 3: ETF Market Development - The Shenzhen Stock Exchange has been promoting the ETF market, which has seen an average annual growth of over 50% since 2019, with the market size surpassing one trillion in 2024 [4] - ETFs are becoming increasingly popular due to their high efficiency and low cost compared to traditional mutual funds, with real-time trading and lower transaction fees [4] Group 4: Investment Strategies - Common ETF investment strategies in the domestic market include asset allocation, trading, and arbitrage strategies, catering to both long-term and short-term investors [5] - Innovative strategies such as dividend ETF financing and ETF grid strategies were discussed, providing practical investment advice to investors [6]

Group 1 - The core viewpoint of the article highlights the significant rise in Japan's ultra-long bond yields, attributed to increased market concerns over supply shocks and fiscal sustainability due to Japan's expansionary fiscal policies, weak domestic demand for ultra-long bonds, and a lackluster auction of 20-year government bonds [1][2] - The article notes that the current scale of yen carry trades is relatively small, suggesting that the spillover effects on global liquidity are manageable [1] - Future attention should be directed towards upcoming Japanese government bond auctions, potential dovish signals from the Bank of Japan to alleviate market panic, and the results of the July Japanese House of Councillors election [1] Group 2 - In the U.S. economy, there has been a rebound in the year-on-year growth rate of new and existing home sales as of April, and both the Markit manufacturing and services PMIs exceeded expectations in May [2] - The Eurozone's PMI fell below the threshold due to weakening service sector sentiment in May, while the consumer confidence index for the Eurozone's 27 countries saw a slight recovery but remains at a relatively low level [2] - Short-term monetary policy outlooks indicate that the Federal Reserve will remain cautious about rate cuts, the European Central Bank may cut rates in June, and the Bank of Japan officials are cautious about rate hikes amid high economic uncertainty [2]

北京商报讯（记者 李海媛）5月23日，深交所发布关于对国泰海通证券股份有限公司（以下简称"国泰海通"）及相 关当事人给予纪律处分的决定。 深交所指出，2023年5月8日，受理了中鼎恒盛气体设备（芜湖）股份有限公司（以下简称"发行人"）首次公开发行 股票并在创业板上市的申请。项目保荐人原为国泰君安证券股份有限公司（以下简称"国泰君安"），因国泰君安吸 收合并海通证券股份有限公司，更名为国泰海通，贾超、陈金科为项目保荐代表人。经查明，国泰海通、贾超、陈 金科在执业过程中存在违规行为。 深交所提到，国泰海通、贾超、陈金科在执业过程中存在未充分关注发行人存在的重大内部控制缺陷，未对发行人 财务信息的可靠性予以审慎核查，发表的核查意见不准；未充分核查发行人研发费用内部控制的有效性，发表的核 查意见不准确；未充分关注发行人收入确认存在的不规范情形，发表的核查意见不准确；对发行人实际控制人资金 占用流向以及关键岗位人员的资金流水核查不到位；未督促发行人及时披露对赌协议的特殊权利条款。 深交所表示，内部控制健全有效是首次公开发行股票的发行条件，发行人未披露其在报告期内进行理账且理账前后 财务数据差异较大，会计基础薄弱、内部控 ...

Group 1 - The core viewpoint of the articles highlights the transformation of the M&A market in Shanghai, shifting from simple scale expansion to value creation, driven by policy and industrial transformation [1][2][3] - Since the release of the "Six M&A Guidelines," there have been 78 major asset restructuring disclosures and 8 registrations in the Shanghai market, indicating a stable and orderly market [1][3] - The new regulatory framework has effectively addressed previous market concerns regarding M&A, enhancing confidence and leading to a significant increase in restructuring activities [2][3] Group 2 - The revised "Major Asset Restructuring Management Measures" introduced simplified review processes and innovative transaction tools, improving regulatory inclusiveness and efficiency [2][4] - The approval rate for restructuring applications has approached 90%, with a notable increase in the quality of targets and a reduction in review times [4][5] - The restructuring market has seen a 1.3 times increase in disclosed asset restructurings compared to the previous year, with major asset restructurings increasing by 3.2 times [3][6] Group 3 - The focus of M&A activities has shifted towards industrial integration and the development of new productive forces, with nearly 70% of restructuring efforts aimed at optimizing asset structures and enhancing core competitiveness [6][7] - High-tech sectors such as semiconductors, electronic equipment, and biomedicine have become increasingly active in M&A, with a 400% increase in major asset restructurings in strategic emerging industries [6][7] - There has been a notable increase in cross-border M&A activities, with companies seeking to expand internationally and acquire foreign assets [7][8] Group 4 - The introduction of installment payment mechanisms in M&A transactions has provided more flexibility and improved negotiation success rates [5][8] - The market atmosphere has improved significantly since the "Six M&A Guidelines," with several landmark and innovative cases emerging, including large-scale mergers exceeding 10 billion [5][6] - Regulatory changes have allowed for the acquisition of loss-making assets if they align with industrial logic and do not impair ongoing operations, promoting a more strategic approach to M&A [8][9]

Group 1 - The core viewpoint is that the valuation enhancement logic of the gold and jewelry industry will continue to unfold in 2024, as the industry enters a phase of clearing and upgrading [1] - Leading companies are shifting from store expansion strategies to improving efficiency at individual stores, forming a synergy with franchisees to promote high-margin products [1] - Differentiated products are driving gold and jewelry companies to transition from "channel brands" to "consumer brands," indicating a strong focus on product strength and the ability to capture consumer demand [1]