国浩律师(杭州)事务所 法律意见书 国浩律师(杭州) 事务所 湘财股份有限公司 2025 年第三次临时股东会之 法律意见书 或浩律師事務所 GRANDALL LAW FIRM 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 关于 湘财股份有限公司 2025 年第三次临时股东会之 法律意见书 致:湘财股份有限公司 国浩律师(杭州)事务所(以下简称"本所")接受湘财股份有限公司(以 下简称"公司")的委托,指派律师出席公司 2025 ...

证券代码：600095 证券简称：湘财股份 公告编号：临 2025-081 湘财股份有限公司 2025年第三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 | 1、出席会议的股东和代理人人数 | 821 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 2,013,937,067 | | 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 | | | 份总数的比例（%） | 70.7164 | (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》等相关法律法规及《公司章程》的规定。 (五)公司董事和董事会秘书的列席情况 二、 议案审议情况 (一)累积投票议案表决情况 1、 关于增补第十届董事会独立董事的议案 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 11 月 14 日 (二)股 ...

Market Overview - On November 14, the securities sector declined by 1.42%, with Changjiang Securities leading the drop [1] - The Shanghai Composite Index closed at 3990.49, down 0.97%, while the Shenzhen Component Index closed at 13216.03, down 1.93% [1] Individual Stock Performance - Notable gainers included Huachuang Yuxin, which rose by 2.41% to a closing price of 7.65, and Dongbei Securities, which increased by 0.70% to 10.10 [1] - Major decliners included Changjiang Securities, which fell by 2.98% to 8.80, and Huatai Securities, down 2.93% to 22.17 [2] Trading Volume and Value - The trading volume for Huachuang Yuxin was 859,400 shares, with a transaction value of 666 million yuan [1] - Changjiang Securities had a trading volume of 1,008,200 shares, with a transaction value of 896 million yuan [2] Capital Flow Analysis - The securities sector experienced a net outflow of 3.399 billion yuan from institutional investors, while retail investors saw a net inflow of 1.989 billion yuan [2] - The net inflow from speculative funds was 1.409 billion yuan [2] Detailed Capital Flow for Selected Stocks - Dongbei Securities had a net inflow of 19.9 million yuan from institutional investors, while it faced a net outflow of 3.2652 million yuan from speculative funds [3] - Huachuang Yuxin saw a net inflow of 30.2283 million yuan from institutional investors, but a net outflow of 1.2207 million yuan from speculative funds [3]

Core Viewpoint - The lawsuit filed by individual Wang Gongwei against Dazhihui aims to annul the resolutions passed at the company's second extraordinary general meeting regarding the merger with Xiangcai Co, raising uncertainties about the merger process [5][4]. Group 1: Lawsuit Details - Wang Gongwei filed a lawsuit on October 15, 2025, claiming that Dazhihui did not hire a securities service institution to audit or evaluate the overall assets of Xiangcai Co, and that the resolutions violated company and stock exchange rules [5]. - Dazhihui asserts that it has followed the necessary procedures for the merger and that the resolutions are legally valid, indicating that the lawsuit does not currently involve a specific monetary amount [5][6]. Group 2: Market Reaction - Following the news of the lawsuit, both Dazhihui and Xiangcai Co experienced a significant drop in stock prices, falling over 8% on November 12, with only a slight rebound the next day [3][2]. Group 3: Regulatory Process - The merger has entered the regulatory review stage, with the Shanghai Stock Exchange acknowledging the completeness of the application documents and deciding to accept them for review [6]. - The merger requires approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission before it can be officially implemented, with uncertainties remaining regarding the approval timeline [6]. Group 4: Industry Response - Experts suggest that companies should actively disclose the fair value of the merger target to maintain investor confidence and avoid perceptions of flaws or concealment in major transactions [8]. - It is recommended that companies form specialized legal teams to ensure compliance and address potential litigation proactively, while also maintaining open communication with regulatory bodies [9]. Group 5: Investor Guidance - Investors are advised to closely monitor the company's handling of the lawsuit and its implications for the merger, as a negative court ruling could severely impact stock prices [11]. - It is crucial for investors to assess the compliance and regulatory progress of the merger, focusing on the legitimacy of shareholder meeting resolutions and the opinions of financial and legal advisors [12].

登录新浪财经APP 搜索【信披】查看更多考评等级 智通财经记者 | 陈靖 湘财股份(600095.SH)、大智慧（601519.SH）十年"联姻"大戏接近尾声之时，一场由"股东维权战"引发的诉讼再次掀起 波澜。 受此影响，次日（11月12日）大智慧、湘财股份股价双双跌超8%。 有业内人士告诉智通财经，"王功伟在起诉状中并未直接否定重组方案本身的商业价值，而是聚焦股东会决议的'程序合 法性'与'信息披露充分性'。这不是反对重组，而是反对不规范的决策过程。" 11月11日晚间，大智慧披露公告，自然人原告王功伟于2025年10月15日向上海市浦东新区人民法院提起诉讼，请求撤销 大智慧2025年第二次临时股东大会决议。 大智慧于11月10日收到该院送达的《应诉通知书》（【2025】沪0115民初138805号）等诉讼材料，目前案件已立案受 理，尚未进入开庭程序。 王功伟在起诉状中提出的核心事实与理由围绕关联交易合规性展开。他认为，大智慧与湘财股份存在关联关系，此次湘 财股份换股吸收合并大智慧构成重大关联交易。 依据大智慧股东大会议事规则，公司与关联方发生金额3000万元以上、且占最近一期经审计净资产绝对值5%以上的关 ...

Core Viewpoint - The merger process between Xiangcai Co. and Dazhihui has encountered legal challenges, raising questions about the future of the merger [1][2]. Summary by Sections Merger Progress - Xiangcai Co. plans to absorb Dazhihui through a share swap, with a total of 22.82 billion shares to be issued and a fundraising target of up to 8 billion yuan [1][6]. - The merger proposal was accepted by the Shanghai Stock Exchange on October 23 [6]. Legal Dispute - Wang Gongwei has filed a lawsuit against Dazhihui, claiming that the merger constitutes a related party transaction that did not follow necessary auditing or evaluation procedures [1][2]. - Dazhihui asserts that it has complied with all relevant procedures and that the resolutions passed at the shareholders' meeting are valid [2][4]. Shareholding Structure - As of September 2023, Xiangcai Co. holds 1.92 million shares of Dazhihui, representing a 9.66% stake, making it the second-largest shareholder [2]. - Dazhihui's board member Jiang Jun also serves as a director at Xiangcai Co., indicating a close relationship between the two companies [2]. Regulatory Compliance - Dazhihui claims that it has followed the necessary rules for the merger, including obtaining opinions from multiple intermediary institutions [4]. - The company argues that the merger does not require an audit or evaluation of Xiangcai Co. as it does not involve asset purchases or sales [4]. Potential Impact of Lawsuit - The lawsuit could potentially affect the merger process, as a ruling in favor of the plaintiff may require the shareholder resolutions to be revoked [7]. - There is a possibility of a settlement, and the outcome will depend on future developments [7]. Historical Context - The merger is seen as a significant consolidation in the securities industry, following previous notable mergers [6]. - Xiangcai Co. and Dazhihui have a history of attempted collaborations, including a failed acquisition in 2015 and a share purchase in 2020 [7].

登录新浪财经APP 搜索【信披】查看更多考评等级 11月12日，因自然人王功伟的一纸诉状，正在进行并购重组的湘财股份与大智慧股价双双跳水，市值合计蒸发51.53亿元。 据上交所网站消息，11月11日晚，大智慧披露涉诉公告称，原告王功伟于10月15日提起诉讼，主张撤销公司2025年第二次临时股东大会决议，目前案件已 被上海市浦东新区人民法院立案受理，尚未开庭审理。 公告内容显示，大智慧目前正在推进由湘财股份通过以换股方式吸收合并大智慧并发行A股股票募集配套资金，公司于10月13日召开2025年第二次临时股 东大会，审议通过了本次重组相关议案。 受相关消息影响，11月12日开盘后大智慧股价迅速跳水，盘中一度跌停，截至收盘，大智慧打开跌停板，收跌8.10%，单日市值蒸发约22.09亿元。当日， 湘财股份一度也触及跌停，收跌8.12%，市值蒸发约29.43亿元。 粤开证券和国枫律所表示，在本次吸收合并中，大智慧不存在通过本次交易取得湘财股份股票、现金等任何对价的情况，不涉及大智慧以湘财股份作为标 的资产"购买或出售资产"的情形，大智慧不需要如原告起诉状中所述根据《上市规则》相关规定，按照"购买或出售资产"的规则要求对 ...

Core Viewpoint - Xiangcai Co., Ltd. (stock code: 600095) experienced a significant decline of 8.12% in its stock price, with a trading volume of 1.545 billion yuan and a turnover rate of 4.63% on the day of the report [2] Group 1: Stock Performance - The stock's trading amplitude was 8.50%, indicating high volatility during the trading session [2] - The stock was listed on the Shanghai Stock Exchange's watch list due to a daily price deviation of -8.06% [2] - Institutional investors net sold 39.05 million yuan, while the Shanghai-Hong Kong Stock Connect saw a net sell of 25.02 million yuan [2] Group 2: Trading Data - The top five trading departments had a total transaction amount of 216 million yuan, with a net sell of 38.49 million yuan [2] - The largest buying department was the Shanghai-Hong Kong Stock Connect, which bought 32.57 million yuan and sold 57.59 million yuan [2] - The stock saw a net outflow of 161 million yuan in main funds, with large orders contributing to a net outflow of 85.07 million yuan [2] Group 3: Financing and Earnings - As of November 11, the margin trading balance for the stock was 1.068 billion yuan, with a financing balance of 1.060 billion yuan and a securities lending balance of 807.08 million yuan [3] - The financing balance increased by 5.50 million yuan over the past five days, reflecting a growth rate of 0.52% [3] - The company reported a revenue of 1.799 billion yuan for the first three quarters, representing a year-on-year growth of 16.15%, and a net profit of 442 million yuan, which is a remarkable increase of 203.39% [3]

Core Viewpoint - A lawsuit filed by an individual has led to a significant drop in the market value of Dazhihui (SH601519), resulting in a loss of approximately 2.209 billion yuan in a single day [1] Group 1: Company Overview - Dazhihui's stock price fell to 12.60 yuan, with a market capitalization of 25.063 billion yuan [1] - The company experienced a trading halt on November 12, with a closing drop of 8.10% [1] - The lawsuit is related to a resolution from the company's second extraordinary general meeting in 2025 concerning the merger with Xiangcai Co., which the plaintiff claims involved violations [1][4] Group 2: Legal Proceedings - The lawsuit was filed by Wang Gongwei, who claims that Dazhihui engaged in illegal activities during the merger process with Xiangcai Co. [1][4] - The case has been accepted by the Shanghai Pudong New District People's Court and is pending trial [1] - Wang Gongwei argues that the merger constitutes a significant related party transaction that should have undergone proper auditing and evaluation procedures before being presented to the shareholders [5] Group 3: Financial Impact - On the same day, Xiangcai Co. (SH600095) also saw its stock price drop to 11.65 yuan, with a market capitalization of 33.31 billion yuan, resulting in a loss of approximately 2.943 billion yuan [3] - The lawsuit's implications could affect the ongoing merger process and the financial standing of both companies involved [5][6]

Core Viewpoint - The lawsuit filed by Wang Gongwei against Dazhihui regarding the validity of the company's second extraordinary general meeting resolution has led to a significant drop in Dazhihui's stock price, raising concerns about the merger with Xiangcai Co. and its implications for the financial technology sector [1][3][12]. Group 1: Lawsuit Details - Wang Gongwei filed a lawsuit on October 15, 2025, claiming procedural flaws in the extraordinary general meeting that approved the merger with Xiangcai Co. [3] - The lawsuit argues that the merger constitutes a significant related party transaction, which should have undergone prior auditing or evaluation due to its transaction amount exceeding 30 million yuan and accounting for over 5% of net assets [3][4]. - Dazhihui asserts that it has complied with all relevant procedures and that the resolution is valid, supported by opinions from financial and legal advisors [4]. Group 2: Financial Performance - Xiangcai Co. reported impressive financial results for Q3 2025, with revenue of 655 million yuan, a year-on-year increase of 43.77%, and a net profit of 300 million yuan, up 315.25% [6][9]. - In contrast, Dazhihui's revenue for the first three quarters was 564 million yuan, a growth of 8.78%, but it still reported a net loss of 29.56 million yuan, despite an 85.3% improvement compared to the previous year [9][11]. - The merger is seen as a potential game-changer in the internet brokerage industry, with expectations that the combined entity could surpass competitors in revenue and profit scale [11][12]. Group 3: Market Implications - The ongoing lawsuit introduces uncertainty into the merger process, with market participants closely monitoring the situation and regulatory reviews [12]. - The merger is viewed as a strategic move in the financial technology sector, following successful precedents in the A-share market [11][12].