国浩律师（杭州）事务所 法律意见书 关于 湘财股份有限公司 国浩律师（杭州）事务所 2025 年第二次临时股东会之 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 关 于 湘财股份有限公司 2025 年第二次临时股东会之 法律意见书 致：湘财股份有限公司 本所律师仅根据本法律意见书出具日以前发生或存在的事实及有关法律、行 政法规、规范性文件及《公司章程》的规定发表法律意见。在本法律意见书中， 本所律师仅对本次股东会表决程序及表决结果的 ...

证券代码：600095 证券简称：600095 公告编号：临 2025-071 湘财股份有限公司 2025年第二次临时股东会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 10 月 13 日 (二)股东会召开的地点：浙江省杭州市西湖区曙光路 122 号浙江世贸君澜大饭店 会议厅 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 1,299 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 2,037,316,391 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份总数的 | 71.5373 | | 比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次会议由董事会召集，由董事长史建明先生主持。本次会议的召集程序、 表决方式、决议内容，均符合《公司法》等相关法 ...

Market Overview - The Chinese asset market experienced a collective pullback, with the A-share market declining significantly after a strong opening on the first trading day post-holiday. The Shanghai Composite Index fell approximately 1% to below 3900 points, while the ChiNext Index dropped over 5% before slightly narrowing its losses at the close [1] - The total trading volume in the Shanghai and Shenzhen markets decreased by 137.8 billion yuan compared to the previous day, totaling 253.45 billion yuan [1] Sector Performance - The semiconductor sector saw a substantial decline, with companies like Aojie Technology and Dongxin Co. dropping over 10%, and SMIC falling nearly 8% [2][3] - Conversely, resource sectors such as gas, coal, steel, and oil experienced gains, with companies like Dazhong Public Utilities and Hongtong Gas hitting the daily limit up [2][7] - The coal sector is expected to see improved performance in Q3 due to rising coal prices, with potential further increases in Q4 as winter demand rises [8] Semiconductor Sector Insights - Analysts suggest that the recent adjustment in the semiconductor sector is a short-term fluctuation driven by profit-taking, rather than a fundamental shift in the industry's long-term growth prospects. The trend of domestic substitution remains a key focus [3][5] - Domestic wafer fabs are progressively establishing high levels of localization, particularly in advanced storage, with expectations for stable expansion needs through 2025 and rapid growth anticipated by 2026 [5] Brokerage Sector Dynamics - The brokerage sector showed strong performance, with stocks like Guosen Securities reaching their daily limit. The sector's growth is supported by favorable policies, improved market confidence, and a shift towards high-value-added services [9][10] - The current environment is seen as enhancing the brokerage sector's profitability outlook, making it an attractive investment opportunity [10]

Market Overview - On October 10, the securities sector rose by 0.61% compared to the previous trading day, with Guosen Securities leading the gains [1] - The Shanghai Composite Index closed at 3897.03, down 0.94%, while the Shenzhen Component Index closed at 13355.42, down 2.7% [1] Individual Stock Performance - Guosen Securities (002736) closed at 14.26, up 5.94% with a trading volume of 2.03 million shares and a transaction value of 2.9 billion [1] - Other notable gainers included GF Securities (000776) at 24.05, up 3.71%, and Xiangcai Securities (600095) at 13.62, up 3.65% [1] - Conversely, Guosheng Financial Holdings (002670) fell by 4.14% to 21.05, with a trading volume of 1.30 million shares and a transaction value of 2.766 billion [2] Capital Flow Analysis - The securities sector experienced a net outflow of 1.882 billion from institutional investors, while retail investors saw a net inflow of 618 million [2] - Notable net inflows from retail investors were observed in stocks like Huatai Securities (601688) and Xiangcai Securities (600095) [3] Net Inflow by Stock - Huatai Securities (601688) had a net inflow of 447.1 million from institutional investors, while experiencing a net outflow of 470 million from retail investors [3] - GF Securities (000776) saw a net inflow of 386.2 million from institutional investors but a significant net outflow of 1.36 billion from retail investors [3]

Market Overview - The A-share market experienced a day of volatility and adjustment, with all three major indices closing down: Shanghai Composite Index fell by 0.94%, Shenzhen Component Index dropped by 2.70%, and ChiNext Index decreased by 4.55% [1][2] - The total market turnover was 2.53 trillion yuan, a decrease of 137.7 billion yuan compared to the previous day [2] Sector Performance - Gas and coal sectors showed gains, while semiconductor, battery, and precious metals sectors faced significant declines, with semiconductor funds seeing an outflow exceeding 20 billion yuan [2][3] - Notable individual stock movements included CATL and Sanhua Intelligent Control, both experiencing fund outflows over 2 billion yuan, while ZTE Corporation saw a rise of over 4% [4] Precious Metals - The price of spot gold fell below the 4000 USD mark, closing at 3965 USD per ounce, leading to a decline in A-share precious metal stocks, with several stocks like Western Gold and Chifeng Jilong Gold dropping over 5% [8][10] - Analysts suggest that persistent inflation data in the U.S. could lead to a stronger dollar and higher real interest rates, reducing gold's attractiveness [11] Investment Sentiment - The first three quarters of the year saw significant gains in major indices: Shanghai Composite Index up 15.84%, Shenzhen Component Index up 29.88%, and ChiNext Index and Sci-Tech 50 Index both up 51.20% [14] - The best-performing sectors included non-ferrous metals, hardware equipment, and semiconductors, with emerging concepts like AI and controlled nuclear fusion gaining traction [14] - Market sentiment indicates a cautious outlook for the fourth quarter, with a potential shift in investment focus from technology to traditional sectors like real estate and machinery [15]

Core Insights - The "Second Sina Finance Golden Unicorn Best Investment Advisor Selection" is currently underway, aiming to identify outstanding investment advisors and enhance the investment advisory IP construction [1] - The competition includes various categories such as stock simulation trading, ETF simulation trading, public fund simulation allocation, and social service evaluation, with over 10,000 investment advisors participating [1] ETF Simulation Trading Rankings - Liu Lichao from Dongguan Securities achieved the highest monthly return of 34.52% in the ETF simulation trading for September [2] - The second place was secured by She Wenzhi from Xiangcai Securities with a return of 24.66%, followed by Zhou Yang from Guoxin Securities with a return of 22.61% [2] - Other notable performers include Fan Chunqing from Nanjing Securities (19.86%) and Yang Yun from Zhongtai Securities (19.66%) [2][3] Performance Metrics - The top 10 investment advisors in the ETF simulation trading all reported returns above 16%, indicating strong performance in the simulated trading environment [2][3] - The rankings reflect a competitive landscape among investment advisors, showcasing their ability to generate significant returns in a simulated setting [1][2]

Core Viewpoint - The A-share market has shown a fluctuating upward trend since September, but the brokerage sector is still undergoing adjustments, with a decline of 4.73% in the brokerage index for the month despite a significant rise of nearly 5% on September 29 [1][5]. Group 1: Market Performance - The Shanghai Composite Index, Shenzhen Component Index, and ChiNext Index increased by 0.64%, 6.54%, and 12.04% respectively from September 1 to September 30 [4]. - The brokerage sector's index experienced a notable drop of 4.73% during September, but rebounded with a 4.89% increase on September 29, with several major brokerages hitting their daily limit [5][6]. Group 2: Fund Inflows - From September 1 to September 29, the Guotai Junan ETF attracted over 10 billion yuan in net inflows, making it the top-performing stock ETF for the month [1][5]. - The Huabao Brokerage ETF and Tianhong Securities ETF also saw significant inflows of 6.03 billion yuan and 2.52 billion yuan respectively, ranking among the top stock ETFs [1][5]. - Cumulatively, ETFs with "securities" or "brokerage" in their names saw a total net inflow of 26.61 billion yuan since September [5][6]. Group 3: Future Outlook - Analysts predict that the brokerage sector will benefit from a dual boost of improved performance and valuation recovery, especially as market activity increases and policy support remains strong [9][10]. - The average daily trading volume in the A-share market has surged to 2.1 trillion yuan, reflecting a 211% increase compared to the third quarter of 2024 [9]. - Forecasts suggest that the brokerage sector's net profit could increase by approximately 48% year-on-year by the third quarter of 2025, with a return on equity (ROE) expected to rise by 1.8 percentage points to 7.7% [9][10]. Group 4: Investment Opportunities - The brokerage sector is currently viewed as undervalued, with active equity funds holding only 0.64% of their portfolios in brokerage stocks, the lowest level since 2018 [11]. - The current price-to-book (PB) ratio for the A-share brokerage sector stands at 1.60, which is in the 39th percentile since 2014, indicating potential for valuation recovery [11]. - Investment strategies should focus on high-quality brokerages with strong wealth management and international business capabilities, as well as mid-sized brokerages with lower valuations [12].

Core Viewpoint - The A-share market has shown a fluctuating upward trend since September, with the brokerage sector experiencing ongoing adjustments, despite a significant surge on September 29, where the brokerage index rose nearly 5% [1][4]. Group 1: Market Performance - The brokerage index recorded a decline of 4.73% throughout September, despite the notable increase on September 29 [1][4]. - The overall A-share market indices, including the Shanghai Composite Index, Shenzhen Component Index, and ChiNext Index, saw increases of 0.64%, 6.54%, and 12.04% respectively during the same period [4]. - Certain sectors, such as precious metals and semiconductors, outperformed with gains exceeding 25%, while sectors like office supplies and insurance saw declines of over 5% [4]. Group 2: Fund Inflows - From September 1 to September 29, the Guotai Junan Securities ETF attracted over 10 billion yuan in net inflows, making it the top-performing stock ETF for the month [1][5]. - Other ETFs, including Huabao Securities ETF and Tianhong Securities ETF, also saw significant inflows of 6.03 billion yuan and 2.52 billion yuan respectively [1][5]. - Overall, ETFs related to "securities" or "brokerage" accumulated a total net inflow of 26.61 billion yuan since September [5][6]. Group 3: Future Outlook - Analysts suggest that the brokerage sector is likely to continue experiencing dual improvements in performance and valuation, driven by active market trading and favorable policies [5][9]. - The average daily trading volume in the A-share market has increased significantly, reaching 2.1 trillion yuan, which is a 211% increase compared to the second quarter of 2024 [8]. - Predictions indicate that the net profit of the brokerage sector could see a year-on-year increase of approximately 48% by the third quarter of 2025, with a return on equity (ROE) expected to rise to 7.7% [8][9]. Group 4: Investment Strategies - Investment strategies should focus on high-quality brokerage firms with strong wealth management and international business capabilities, as well as undervalued mid-sized brokerages [10]. - The recent policy guidance aims to foster a robust investment banking environment, suggesting a long-term positive outlook for the capital market [10].

Core Viewpoint - The merger between Xiangcai Co. and Dazhihui marks a significant step in the integration of traditional brokerage firms and internet-based financial service providers in the A-share market, aiming to create a new business model that combines traffic and licenses [2][5]. Summary by Sections Merger Details - Xiangcai Co. plans to absorb Dazhihui through a share swap, with Xiangcai's share price set at 7.51 CNY and Dazhihui's at 9.53 CNY. Post-merger, Xiangcai's total shares will increase to 5.141 billion, and Dazhihui will cease to be listed. An accompanying financing plan of up to 8 billion CNY will focus on financial technology [3][4]. Market Reaction - The announcement has sparked enthusiasm in the secondary market, with Xiangcai's shares hitting the daily limit and Dazhihui seeing a rise of over 5% on the day of the announcement. This trend continued with further increases in share prices for both companies [4]. Business Synergy - The merger is expected to create significant synergies between Xiangcai's traditional brokerage services and Dazhihui's financial information services, enhancing the combined company's asset base and revenue. However, there are concerns about short-term profit fluctuations post-merger [5][9]. Industry Context - The merger is part of a broader trend of accelerated consolidation in the brokerage industry, with recent notable mergers including Guotai Junan with Haitong and Xibu Securities acquiring Guorong Securities. This reflects a strategic move to optimize resource allocation and enhance market competitiveness [6][9]. Historical Context - The collaboration between Xiangcai and Dazhihui is not new, having begun around 2020 with joint projects in financial data and technology. Their partnership aims to leverage Dazhihui's extensive user base and data capabilities to enhance Xiangcai's market position [7][8]. Performance Comparison - In terms of financial performance, both Xiangcai and Dazhihui faced challenges, with Xiangcai reporting a revenue of 1.144 billion CNY and a net profit of 142 million CNY, while Dazhihui reported a revenue of 379 million CNY but incurred a loss of 3.47 million CNY. The combined entity is expected to rank outside the top 30 in the industry post-merger [9].

格隆汇9月30日｜A股券商股早盘低迷，其中，湘财股份跌超3%，中信证券、天风证券、华泰证券等个 股跟跌，国盛金控逆市上行走出两连板。 ...