国泰海通证券股份有限公司 关于华海清科股份有限公司 差异化分红送转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 华海清科股份有限公司（以下简称"华海清科"或"公司"）首次公开发行股票 并在科创板上市的持续督导机构，根据《证券发行上市保荐业务管理办法》《上 海证券交易所科创板股票上市规则》《上海证券交易所上市公司自律监管指引第 了核查，具体情况如下： 一、差异化分红送转说明 公司于 2024 年 3 月 4 日和 2024 年 3 月 25 日分别召开了第二届董事会第二 次会议和 2024 年第三次临时股东大会，审议通过了《关于以集中竞价交易方式 回购公司股份方案的议案》，公司通过上海证券交易所交易系统以集中竞价交易 方式已累计回购公司股份 513,031 股，本次回购方案已实施完毕。 公司于 2025 年 4 月 28 日和 2025 年 5 月 20 日分别召开第二届董事会第十三 次会议和 2024 年年度股东大会，审议通过了《关于公司<2024 年度利润分配及 资本公积金转增股本预案>的议案》，同意公司 2024 年度以实施权益分派股权登 记日登记的总股本 ...

Summary of Key Points Core Viewpoint - Guotai Junan Holdings Limited, a wholly-owned subsidiary of Guotai Junan Financial Holdings, has issued a medium-term note (MTN) of $120 million under a plan with a total principal amount of up to $3 billion, guaranteed by Guotai Haitong Securities Co., Ltd [1][2]. Group 1: Guarantee Overview - The guarantee provided by Guotai Haitong Securities for the MTN issuance is unconditional and irrevocable, covering principal, interest, and other payment obligations [2][3]. - The total amount of notes issued under the MTN plan after this issuance will be $1.675 billion [1][3]. Group 2: Issuer Information - Guotai Junan Holdings Limited is in normal operational status with no ongoing investments prior to this guarantee [2]. - The current directors of the issuer are Yan Feng and Zhuo Hong [2]. Group 3: Necessity and Reasonableness of Guarantee - The $120 million raised will primarily be used for refinancing maturing debt and general corporate purposes [3]. - The total guarantee amount after this issuance will be $1.731 billion, considering the exchange rate of 1 RMB = 0.1392 USD as of May 2025 [3]. Group 4: Internal Decision-Making Process - The guarantee was approved by the board of directors on April 29, 2025, and by the shareholders' meeting on May 29, 2025, within the authorized limits for debt financing guarantees [4]. Group 5: Cumulative External Guarantees - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amount to RMB 28.586 billion, representing 16.74% of the latest audited net assets [4][5]. - The total guarantees to subsidiaries amount to RMB 26.389 billion, which is 15.45% of the latest audited net assets [4].

Group 1 - The core viewpoint of the article is that the correlation between Hong Kong stocks and A-shares has significantly increased since 2020, while the correlation with US stocks has weakened [1][2][3] - Historically, Hong Kong stocks were more correlated with US stocks, particularly from 1970 to 2020, but since 2020, this correlation has diminished, especially in 2021 and 2023 [1] - The increase in correlation between Hong Kong and A-shares is attributed to a decrease in foreign capital's share in Hong Kong stocks and an increase in domestic liquidity [1][2] Group 2 - Hong Kong stocks have become less dependent on overseas liquidity since 2020, with valuation contributing more to price movements, aligning with the increased correlation with A-shares [2] - The decline in foreign capital's share is influenced by geopolitical factors, currency arbitrage, and changes in the price-performance ratio of Hong Kong stocks [2] - Domestic capital has accelerated its inflow into Hong Kong stocks due to price advantages and scarcity of investment targets, further linking Hong Kong's liquidity to mainland capital behavior [2] Group 3 - The fundamental performance of Hong Kong stocks is increasingly related to mainland China, with over two-thirds of listed companies being Chinese enterprises, contributing 90% of net profits [3] - The proportion of mainland enterprises listed in Hong Kong has risen since 2020, supported by policies aimed at developing Hong Kong's capital market [3] - The correlation between Hong Kong stocks and overseas markets has weakened, with less impact from changes in overseas demand and economic cycles since 2020 [3]

从历史数据观察，部分活跃席位呈现差异化特征。瑞银证券上海花园石桥路营业部在买卖两端均现身前 五，但该席位近三个月上榜254次对应上涨概率41.34%。东方财富拉萨团结路营业部近三个月上榜935 次，对应个股三日内上涨概率仅31.87%。 风险提示：龙虎榜数据仅为公开交易统计，不构成投资建议。个股历史表现不代表未来走势，投资者需 注意市场风险。 6月25日盘后数据显示，海阳科技因当日换手率超20%登上龙虎榜。值得关注的是，部分营业部在买卖 两端同步现身，形成多空博弈格局。 从买入端看，国泰海通证券总部席位以1342.48万元位列买一，该席位近三个月上榜485次，对应个股三 日内上涨概率达45.98%。瑞银证券上海花园石桥路营业部以654.42万元居买二，其历史操作个股三日内 上涨概率为41.34%。中金公司北京建国门外大街营业部、高盛证券上海世纪大道营业部分别以651.91万 元和451.76万元紧随其后，其中高盛席位近三个月上榜234次，对应上涨概率44.02%。 值得关注的是，国泰海通证券总部席位同时以736.53万元占据卖一位置，形成双向操作。中金系营业部 在买卖两端均有明显动作，除北京建国门外大街营业部 ...

据券商中国记者不完全统计，今年以来共有24家上市券商公告获批发行债券，合计获批规模达4757亿元，高于 上年同期水平。与此同时，已有70家券商在境内发行债券约5621.68亿元，亦实现同比增长。 近日，信达证券连续发布两则公开发债获批公告，分别是获批发行不超过39亿元永续次级债，以及不超过 100亿元公司债券，折射出当下券商发债融资积极性正在提升。 在发债规模回升的同时，记者发现，券商发债融资正迎来一些变化：科技创新债券等新品种涌现、永续债发行 增多、融资成本进一步下滑。 4757亿元发债融资申请获批，呈现三大特点 2024年，证券公司发债融资的步伐有所放缓。但进入2025年以后，券商发债融资积极性又开始回升，尤其是3 月份以后。以6月为例，目前刚至下旬，已有6家上市券商公告向专业投资者公开发行债券的申请获批，合计获 批额度为1077亿元。 根据券商中国记者统计和观察，与2024年上半年相比，今年券商发债融资获批的整体情况呈现三大特点： 一是券商发债融资获批的总规模有所增长。 从上市券商的情况来看，截至6月22日，2025年内已有24家券商公 告称，发债融资申请获得监管批复，合计获批额度为4757亿元。相较上 ...

Core Viewpoint - The departure of Xun Yugen from Guotai Junan Securities has sparked widespread attention and speculation within the industry, highlighting the challenges faced during the merger of Guotai Junan and Haitong Securities [2][3]. Company Changes - Xun Yugen's resignation as Chief Economist of Guotai Haitong Securities comes just two months after he took on the role, raising questions about the stability of leadership amid ongoing integration challenges following the merger [2][3]. - The merger of Guotai Junan and Haitong Securities has led to significant restructuring, with Xun's position experiencing a decline rather than an elevation, reflecting the complexities of merging two large firms [3]. Talent Dynamics - The ongoing merger has resulted in a notable talent exodus, with key analysts leaving for other firms, which poses a risk to the research capabilities of Guotai Haitong Securities [3][4]. - The departure of Xun Yugen may serve as a bellwether for future talent movements within the industry, as his next career move could influence other analysts to follow suit, intensifying competition for talent [5]. Industry Context - The integration of Guotai Junan and Haitong Securities has led to both opportunities for scale and challenges related to cultural clashes, compensation disparities, and overlapping positions, which have contributed to the loss of core talent [3][5]. - The firm currently boasts a team of 286 analysts, making it the second-largest after CICC, yet the ongoing departures of key personnel cast a shadow over its future integration success [3].

Core Insights - The decline in discount rates is a key driver for the rise of the Chinese stock market and creates favorable conditions for thematic investments, with opportunities in both industrial and trading themes [1][2]. Investment Themes Overview - The article outlines ten investment themes focusing on emerging technologies, advanced manufacturing, and structural improvements, indicating a bullish outlook for China's "transformation bull market" by the second half of 2025 [2][6]. Theme 4: Low-altitude Economy and Commercial Space - China's low-altitude economy has officially entered the "manned era" with the issuance of the first operational certificates for manned civil unmanned aerial vehicles, and the market is expected to exceed 1 trillion yuan by 2026 [3][22]. - The demand for satellite launches is anticipated to rise significantly as multiple satellite constellations enter a dense networking phase, with plans to launch 15,000 satellites by the end of 2030 [3][29]. Theme 5: Deep Sea Technology - The government has emphasized deep-sea technology in its strategic goals, with the marine economy expected to exceed 10 trillion yuan in 2024, driven by rapid growth in marine engineering and equipment [4][37]. - The article recommends investments in deep-sea resource development, including offshore wind power and oil and gas extraction, as well as key deep-sea exploration equipment [4][39]. Theme 6: Self-Controlled Technology - The semiconductor sector is highlighted as a critical battleground in technology competition, with policies promoting mergers and acquisitions to deepen domestic supply chain collaboration [4][42]. - The article suggests focusing on leading semiconductor equipment and materials companies as well as domestic computing power supply chains [4][42]. Theme 7: Intelligent Driving - The penetration of advanced intelligent driving technologies is accelerating, with significant growth in the market for related components such as chips, cameras, and lidar systems [5][60]. - The article notes that the cost of related hardware is expected to decrease, further facilitating the adoption of intelligent driving solutions [5][60]. Market Dynamics - The article discusses the shift in investor sentiment towards a more optimistic view of the market, driven by a decrease in risk perception and a decline in risk-free interest rates [6][7]. - The Chinese stock market is seen as entering a historical turning point with increased liquidity and a focus on investor returns [7][10].

近期，亚钾国际动态频繁。6月20日，公司董事会审议通过召开2025年第二次临时股东大会的议案，计 划于7月7日讨论修订公司章程事项。此外，公司近日获得老挝总理府颁发的《亚钾工业园区政令》，为 园区非钾产业项目提供税收、土地等优惠政策，进一步拓展盈利空间。 此前，6月16日市场消息显示，2025年钾肥进口合同价同比上涨27%，推动亚钾国际股价创2022年9月以 来新高。公司还在6月13日披露老挝钾肥项目进展，称将动态调整销售策略并推进后续产能扩建。截至 2025年一季度，亚钾国际营业收入12.13亿元，归母净利润3.84亿元。 来源:金融界 2025年6月24日，亚钾国际（000893）发生一笔大宗交易，成交77万股，金额2289.98万元，成交价29.74 元/股，较当日收盘价30.33元折价1.95%。买卖双方均为海通证券股份有限公司贵阳长岭北路证券营业 部。该笔交易占当日竞价交易成交额3.59亿元的6.37%。 当日，亚钾国际股价上涨1.98%，开盘报29.86元，最高触及30.77元，成交额3.59亿元，总市值达280.26 亿元。公司所属化肥行业、广东板块等概念近期表现活跃，动态市盈率为18.23。 ...

Group 1 - The core point of the article is the resignation of Xun Yugen from his position as Chief Economist at Guotai Junan Securities, marking a significant personnel change within the company [1] - Xun Yugen has been recognized as a veteran in the industry, having won 15 national best analyst awards and being the first to achieve a "Grand Slam" in various prestigious analyst awards such as New Fortune, Crystal Ball, and Golden Bull [1] - He had only served as Chief Economist at Guotai Junan Securities for two months after taking on the role in April of this year [1]

Core Viewpoint - The report highlights significant deficiencies in corporate governance and internal controls at Zhejiang Pawa New Energy Co., Ltd, as identified during a site inspection by Guotai Junan Securities Co., Ltd, the company's sponsor for its IPO on the Sci-Tech Innovation Board [1][2][4]. Group 1: Corporate Governance and Internal Control - The company has faced regulatory scrutiny, receiving warning letters from the Zhejiang Securities Regulatory Bureau and being criticized by the Shanghai Stock Exchange for issues related to internal controls, including inflated revenue and improper management of company seals [2][4][5]. - A total of 180 million yuan was overpaid to certain suppliers due to unfair pricing practices, indicating serious governance issues [2][16]. - The company received a qualified audit report for 2024, reflecting ongoing concerns about its internal control systems and governance practices [2][4][10]. Group 2: Information Disclosure - The company has been penalized for inaccurate disclosures regarding performance forecasts and financial reports, leading to warnings issued to key executives [4][14]. - Specific instances of inaccurate disclosures include the failure to correct performance forecasts and timely announcements, which resulted in regulatory actions against the company and its executives [4][14][17]. - The company has been advised to enhance its information disclosure practices to ensure compliance with relevant regulations [4][12]. Group 3: Financial Performance - The company reported losses during the reporting period, with key financial metrics declining due to market conditions, increased competition, and rising costs [10][11]. - The decline in gross profit margins and the need for impairment provisions on inventory and fixed assets have further pressured the company's financial performance [10][11]. - The company is under pressure to improve its operational strategies to mitigate ongoing financial losses and enhance overall performance [10][12]. Group 4: Related Party Transactions and Independence - The inspection revealed concerns regarding the company's independence and transactions with related parties, necessitating a review of its financial dealings and governance structures [6][8]. - The company has been urged to maintain transparency in its dealings with related parties to avoid potential conflicts of interest [6][8]. Group 5: Recommendations and Future Actions - The sponsor has recommended that the company strengthen its internal controls and governance frameworks, as well as improve its compliance with regulatory requirements [12][13]. - Continuous monitoring and rectification of identified issues are essential for the company to ensure sustainable growth and protect investor interests [12][13].