北京市金杜律师事务所 关于中国银河证券股份有限公司 2024 年度股东大会的 法律意见书 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 经公司 2023 年年度股东大会审议通过的《公司章程》； 2. 公司 2025 年 3 月 28 日刊登于香港交易及结算所有限公司披露易网站的 《海外监管公告》及同日刊登于上海证券交易所网站的《中国银河证券股份有限 公司第五届董事会第三次会议（定期）决议公告》《中国银河证券股份有限公司 第五届监事会第二次会议（定期）决议公告》； 3. 公司 2025 年 6 月 4 日刊登于香港交易及结算所有限公司披露易网站的《海 外监管公告》及同日刊登于上海证券交易所网站的《中国银河证券股份有限公司 第五届董事会第五次会议（临时）决议公告》； 致：中国银河证券股份有限公司 北京市金杜律师事务所（以下简称本所）接受中国银河证券股份有限公司（以 下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、《中 华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会《上市公 司股东会规则》（中国证券监督管理委员会公告[2025]7 号，以下简称 ...

Core Insights - The A-share ETF market is experiencing underlying changes despite a seemingly calm surface, with increased participation from state-owned funds and a competitive landscape among leading brokerages [1] Group 1: Market Participation - Galaxy Securities maintains the top position in the Shanghai ETF market with a 24.63% share, showing a slight increase of 0.06 percentage points, driven by state-owned funds increasing their holdings in major ETFs [2] - Shenwan Hongyuan Securities follows with an 18.05% share, up by 0.18 percentage points, but still trails Galaxy by 6.58 percentage points, solidifying a duopoly in the market [4] - The Shenzhen Stock Exchange shows a more balanced holding scale among various institutions, encouraging broader participation in the ETF ecosystem [4] Group 2: Trading Activity - Huatai Securities leads in trading activity with an 11.30% monthly share, significantly ahead of competitors, while CITIC Securities has surged to second place, outperforming the third by 1.87 percentage points [5] - Galaxy Securities saw a drop in monthly trading share to 5.71%, falling to fifth place, indicating limited adjustments by state-owned funds in May [5] - Shenwan Hongyuan, despite a strong holding position, continues to lag in trading activity, highlighting a mismatch between holdings and trading volume [5] Group 3: Emerging Trends - Smaller brokerages like Dongfang Securities and Huabao Securities are gaining traction in the ETF market, with respective monthly trading shares of 6.12% and 4.64%, ranking fourth and sixth [6] - There is a renewed interest in Hong Kong ETFs, with the return of Hongyu Information Services to the top 30 in trading volume, reflecting a resurgence in investment enthusiasm [6] Group 4: Client Engagement - The trading landscape at the brokerage level is dynamic, with notable shifts in trading volume among various branches, indicating concentrated state fund activity [7] - Huatai Securities and Dongfang Wealth continue to dominate in terms of active trading accounts, with Huatai's app enhancing its appeal to individual investors [7] - The personal client trading accounts on the Shenzhen Stock Exchange are primarily led by Dongfang Wealth, showcasing its strong retail presence [7]

Core Viewpoint - The report highlights the growth potential of Insta360, a leading brand in the panoramic camera market, projecting a revenue of 5.57 billion yuan in 2024 with a CAGR of 65.3% from 2022 to 2024, and anticipates surpassing GoPro's revenue in Q1 2025 [1][6]. Company Overview - Insta360 was established in 2015 and has become a leader in smart imaging devices, particularly panoramic and action cameras, with its products being popular globally [1]. - The company is expected to achieve revenues close to GoPro's projected 5.76 billion yuan in 2024 [1]. Market Demand and Trends - The demand for smart imaging devices is rapidly increasing in various scenarios, including outdoor sports and vlogging, due to their superior features such as stabilization, wide-angle views, and durability [2]. - The unique "shoot first, frame later" capability of panoramic cameras addresses the needs of sports enthusiasts who cannot focus on framing while engaging in activities [2]. Competitive Landscape - Insta360 holds a dominant market share of 67.2% in the global panoramic camera market, with its ONEX series being the best-selling product [3]. - The global panoramic camera market is projected to grow from 5.03 billion yuan in 2023 to 7.85 billion yuan by 2027, with a CAGR of 11.8% [3]. Product Performance - The ONEX series is expected to sell 1.104 million units in 2024, contributing 52.3% to the total revenue, with an average selling price of 2,642 yuan per unit [3]. - The company ranks second in the global action camera market, which is valued at 31.4 billion yuan in 2023, with a projected growth to 51.4 billion yuan by 2027 [4]. Business Segmentation - The company's revenue is diversified across regions, with China, the US, Europe, and Japan/Korea contributing 23.6%, 23.4%, 23.4%, and 7.8% respectively in 2024 [5]. - The product mix is primarily consumer-oriented, with 85.9% of total revenue coming from consumer-grade products [5]. Financial Projections - The company is projected to achieve net profits of 1.18 billion yuan, 1.62 billion yuan, and 2.28 billion yuan from 2025 to 2027, with a CAGR of 31.9% [6]. - The current stock price reflects a PE ratio of 59 times for 2025, significantly higher than the average PE of 26 times for comparable companies [6].

Group 1 - The People's Bank of China and other regulatory bodies issued guidelines to support consumption, which is expected to enhance the business environment for securities firms [1] - Citic Securities anticipates strong growth potential for the brokerage sector due to a favorable secondary market and a rapid recovery in the primary market [1] - The recent Lujiazui Forum introduced reforms for the Sci-Tech Innovation Board, which are expected to improve market activity and lay a foundation for brokerage performance with a trading volume of 1.5 trillion yuan [1] Group 2 - Citigroup's report indicates that the SFISF initiative has positively impacted the real estate market and consumption, with a low percentage of household assets allocated to stocks compared to the U.S. [2] - An increase of 1% in stock investment within household assets could lead to over 5 trillion yuan inflow into the stock market, highlighting the potential for significant capital reallocation [2] - The Shanghai Composite Index is projected to break the 3,500-point mark, benefiting Chinese brokerages as household assets shift towards equities [2] Group 3 - Key brokerage firms mentioned include CITIC Securities, China Galaxy, and Huatai Securities, among others, indicating a competitive landscape in the brokerage sector [3] - The report emphasizes the importance of selecting stocks based on low valuation, strong retail business, and potential benefits from the Hong Kong IPO market [2]

Core Insights - The ETF brokerage rankings for May reveal a competitive landscape with significant shifts in market share among major players, particularly in the Shanghai Stock Exchange [1][2] Group 1: ETF Holdings - Galaxy Securities maintains the top position in ETF holdings with a market share of 24.63%, showing a slight increase of 0.06 percentage points from April [2][3] - Shenyin Wanguo Securities follows in second place with an 18.05% share, which is an increase of 0.18 percentage points, but still trails Galaxy by 6.58 percentage points [2] - The second tier of brokerages remains stable, with CITIC Securities at 6.06%, followed by China Merchants Securities at 4.78% and Guotai Junan Securities at 4.58% [2][3] Group 2: ETF Trading Volume - Huatai Securities leads the trading volume with an 11.30% share in May, maintaining its position as the top brokerage for ETF transactions [4] - CITIC Securities has shown remarkable performance, rising to second place with a trading volume share of 9.17%, surpassing Galaxy Securities, which fell to fifth place with a 5.71% share [4][5] - The trading volume dynamics indicate a competitive environment, with smaller brokerages like Dongfang Securities and Huabao Securities also making significant contributions [5] Group 3: Client Activity and Trading Accounts - Huatai Securities and Dongfang Wealth Securities continue to dominate in terms of trading account numbers, with shares of 11.59% and 11.18% respectively [10][11] - The overall client activity remains concentrated among the top brokerages, with Galaxy Securities and Ping An Securities also showing notable account shares of 5.55% and 5.44% [10][11] - The rankings for trading accounts highlight the importance of retail investor engagement, particularly for brokerages leveraging technology and information services [9][10]

Core Viewpoint - The leadership of Xue Jun at China Galaxy Securities has been recognized, with the company achieving significant financial milestones, including a net profit exceeding 10 billion yuan in 2024, reflecting strong management and strategic execution [1][5][9]. Group 1: Leadership Recognition - Xue Jun, President of China Galaxy Securities, ranked 5th in the comprehensive securities firm leadership list by Sina Finance, which evaluates the contributions and influence of industry leaders [1]. - The "Top Leadership List" aims to honor outstanding leaders based on a multi-dimensional evaluation system, focusing on the creation of economic and social value [1]. Group 2: Financial Performance - In 2024, China Galaxy's net profit surpassed 10 billion yuan, driven by robust performance in brokerage and wealth management, with wealth management income accounting for nearly 30% of total revenue [5][9]. - Brokerage, investment banking, and asset management segments reported net revenues of 6.189 billion yuan, 606 million yuan, and 485 million yuan, respectively, with year-on-year growth rates of 12.5%, 10.6%, and 6.1% [6]. Group 3: Investment and Asset Management - Investment income increased by 50.2% year-on-year, contributing 103% to net revenue growth, primarily due to enhanced investment scale and yield under Xue Jun's leadership [7]. - By the end of 2024, China Galaxy's financial asset scale reached 382.5 billion yuan, a 9% increase from the beginning of the year, with an annual investment return rate of 3.14%, up 0.86 percentage points [7]. Group 4: Risk Management and Challenges - Interest net income for the year was 3.849 billion yuan, a slight decline of 8% year-on-year, with financing and stock pledge balances showing mixed growth [8]. - Various risk management indicators remain in the mid-to-lower range of the industry, indicating room for improvement, with capital leverage and liquidity coverage ratios ranking 43rd and 17th among 50 listed securities firms, respectively [8].

Core Viewpoint - The company, Southern Precision (002553), has received approval from the Shenzhen Stock Exchange for its application to issue shares to specific investors, pending final registration with the China Securities Regulatory Commission (CSRC) [1][2]. Fundraising Details - The total amount to be raised is not more than 201.76 million yuan, which will be allocated to two main projects: - Precision Brake and Transmission Component Production Line with an investment of 192.02 million yuan, intending to raise 125.82 million yuan - Precision Industrial Bearing Production Line with an investment of 174.07 million yuan, intending to raise 75.93 million yuan - The combined investment for both projects is 366.09 million yuan, with the total fundraising amount set at 201.76 million yuan [2]. Issuance Specifics - The shares to be issued are domestic listed ordinary shares (A-shares) with a par value of 1.00 yuan each - The issuance will adopt a competitive pricing method, with the price not lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [3]. - The issuance targets up to 35 specific investors, including various financial institutions and qualified domestic and foreign investors [2][3]. Impact on Company Structure - The issuance will not result in significant changes to the company's equity structure or affect the controlling status of the major shareholder, ensuring that control remains unchanged [3].

Core Viewpoint - The article emphasizes that the A-share market is stabilizing and building a solid foundation due to ongoing capital market reforms, with a focus on new industrial transformations and institutional innovations driving market value reconstruction [1][11]. Group 1: Economic Development - The new quality productivity in China is steadily developing, with significant progress in the digital transformation of traditional industries and the flourishing of emerging sectors like low-altitude economy and commercial aerospace [3]. - Despite external shocks, China's long-term economic fundamentals remain unchanged, supported by a large market with both vitality and potential [4]. Group 2: Capital Market Reforms - The recent financial opening policies introduced at the 2025 Lujiazui Forum signify a transition from "factor-based opening" to "institutional opening" in China's capital market [4]. - The "new" supply-side reform during the "14th Five-Year Plan" period aims to adapt to the new development pattern and promote high-quality development, focusing on a balanced approach to economic challenges [6][7]. Group 3: Investment Opportunities - The article suggests four key investment themes for the A-share market: 1. Safe assets, which provide safety margins and yield certainty amid external uncertainties and low interest rates 2. Technological innovation, as a core driver of internal growth momentum and a key component of the "new" supply-side reform 3. Big consumption, with a focus on new consumption trends like pet economy and domestic beauty products 4. Mergers and acquisitions, particularly in strategic restructuring opportunities within tech firms and state-owned enterprises [10][11]. Group 4: Bond Market Insights - The bond market is expected to experience a prolonged period of fluctuation, with long-term bond yields projected to oscillate between 1.5% and 1.8% [11][12]. - In the credit bond and convertible bond sectors, there are opportunities for spread contraction supported by demand, with a potential slight increase in valuations for convertible bonds due to supply shortages [12].

对于终止本次向特定对象发行股票事项的主要原因，冠昊生物表示，自公司披露本次向特定对象发行股 票预案以来，公司与相关中介机构积极推进相关工作。由于市场环境的变化，在综合考虑资本市场状况 以及公司整体发展规划等因素，经与相关各方充分沟通、审慎分析后，公司决定向深交所申请撤回向特 定对象发行股票并在创业板上市的申请文件。 中国经济网北京6月24日讯 冠昊生物(300238.SZ)昨晚公告称，公司于2025年6月23日召开第六届董事会 第十五次会议和第六届监事会第十二次会议，审议通过了《关于公司终止向特定对象发行股票事项并撤 回申请文件的议案》，同意公司终止本次向特定对象发行股票事项并撤回申请文件。 冠昊生物的实际控制人张永明、林玲直接、间接持有北京天佑、世纪天富、江苏天佑100%的股权/出 资。 冠昊生物2025年4月 18日披露的向特定对象发行股份募集说明书(修订稿)显示，公司本次向特定对象发 行股票募集资金总额不超过50,000.00万元（含本数），扣除发行费用后的募集资金净额将全部用于补充 流动资金。 本次向特定对象发行股票的价格为8.96元/股。本次向特定对象发行的股份数量不超过55,803,571股(含本 ...

Core Viewpoint - The Hong Kong stock market is witnessing a strong performance in Chinese brokerage stocks, with notable gains in several companies [1] Group 1: Company Performance - Hongye Futures (03678.HK) has seen an increase of over 7% [1] - China Galaxy (06881.HK) has risen by more than 5% [1] - Other companies such as CICC (03908.HK) and China Merchants Securities (06099.HK) are also experiencing upward movement [1]