江苏银行股份有限公司 BANK OF JIANGSU CO.,LTD. 2025 年第二次临时股东大会会议资料 （股票代码：600919） 中国·南京 2025 年 11 月 江苏银行股份有限公司 2025 年第二次临时股东大会会议资料 会 议 日 程 现场会议召开时间：2025 年 11 月 17 日（星期一）14:30 现场会议召开地点：南京市秦淮区中华路 26 号江苏银行总部大 厦 4 楼大会议室 召集人：江苏银行股份有限公司董事会 会议议程： 一、宣读会议须知，会议开始 二、审议议案 三、股东发言和集中回答 四、宣布现场出席会议的股东和股东代理人人数及所持有 表决权的股份总数 五、推选计票人、监票人 六、投票表决 七、宣布现场表决结果 八、见证律师宣读法律意见 江苏银行股份有限公司 2025 年第二次临时股东大会会议资料 目 录 2 | 议案一：关于江苏银行股份有限公司不再设立监事会相关事项的 | | --- | | 议案 2 | | 议案二：关于修改江苏银行股份有限公司章程的议案 3 | | 议案三：关于修订江苏银行股份有限公司股东大会议事规则的议 | | 案 98 | | 议案四：关于修订江苏银行 ...

Core Viewpoint - The city commercial bank sector experienced a slight decline of 0.11% on November 6, with Xiamen Bank leading the drop, while the overall market indices showed positive movements with the Shanghai Composite Index up by 0.97% and the Shenzhen Component Index up by 1.73% [1][2]. Group 1: Market Performance - The closing price of Xiamen Bank was 7.16, reflecting a decrease of 2.59% with a trading volume of 539,700 shares and a transaction value of 387 million yuan [2]. - Other notable banks included Changsha Bank, which closed at 9.98 with a rise of 0.91%, and Qilu Bank, which closed at 6.17 with an increase of 0.82% [1]. - The city commercial bank sector saw a net outflow of 608 million yuan from major funds, while retail investors contributed a net inflow of 473 million yuan [2][3]. Group 2: Individual Bank Performance - Beijing Bank had a net inflow from major funds of 20.80 million yuan, while it experienced a net outflow from retail investors of 30.79 million yuan [3]. - Chongqing Bank recorded a net inflow of 11.91 million yuan from major funds but faced a net outflow of 12.20 million yuan from retail investors [3]. - Jiangsu Bank had a net inflow of 202.55 million yuan from major funds, while retail investors contributed a net inflow of 3.33 million yuan [3].

Investment Rating - The report maintains a "Buy" rating for Jiangsu Bank, with a target price of 13.86 CNY per share, corresponding to a 0.98 times price-to-book (PB) ratio for 2025 [4][6]. Core Insights - Jiangsu Bank's financial performance shows a sequential improvement in revenue and profit growth rates, with year-on-year growth rates for 2025/26/27 projected at 8.6%/9.5%/9.9% for net profit attributable to the parent company [4][10]. - The bank's net interest margin has stabilized, and the cost of liabilities has significantly improved, contributing to a more favorable financial outlook [10]. - The asset quality remains stable, with a slight decrease in the provision coverage ratio, indicating a robust risk mitigation capacity [10]. Financial Performance Summary - **Revenue and Profit Growth**: For 2023A, the operating income is projected at 74,293 million CNY, with a year-on-year growth of 5.3%. The net profit attributable to the parent company is expected to reach 28,750 million CNY, reflecting a 13.3% increase [5][13]. - **Future Projections**: The operating income is forecasted to grow to 80,815 million CNY in 2024A and 87,898 million CNY in 2025E, with net profit reaching 31,843 million CNY and 34,597 million CNY respectively [5][13]. - **Earnings Per Share (EPS)**: EPS is expected to increase from 1.52 CNY in 2023A to 1.80 CNY in 2025E, indicating a positive trend in profitability [5][13]. Valuation Metrics - The current stock price corresponds to a PB ratio of 0.79X for 2025E, 0.71X for 2026E, and 0.64X for 2027E, suggesting that the stock is undervalued compared to its peers [4][11]. - The report maintains a 20% valuation premium relative to comparable companies, reinforcing the investment thesis for Jiangsu Bank [4][11].

Core Viewpoint - The consumption market is expected to thrive during the overlapping National Day and Mid-Autumn Festival in 2025, with Jiangsu Bank playing a crucial role in enhancing local consumption through innovative financial services and policies [1] Group 1: Consumer Support Initiatives - Jiangsu Bank is actively participating in the "Fueling Jiangsu" promotional campaign, allowing consumers to win prizes and receive fuel vouchers by participating in a lottery after refueling [2] - The bank has facilitated 267 applications for automotive subsidies during the holiday period, amounting to a total of 910,000 yuan, which has directly contributed to automotive sales exceeding 58.34 million yuan [2] - The bank's direct car purchase installment service offers competitive rates, with a single period interest rate as low as 0.14% and an annualized rate starting at 3.22%, effectively reducing the cost of car purchases for consumers [2] Group 2: Thematic Activities and Consumer Engagement - Jiangsu Bank launched the "Enjoy the Long Holiday" series of themed activities to cater to diverse consumer needs during the holidays, providing various discounts and benefits for travel, home goods, and trendy products [3] - The bank's promotional activities reached over 500,000 people through multiple platforms, significantly increasing the scale of credit card users and maintaining a positive growth trend in consumption [3] Group 3: Offline Services and Credit Support - During the holiday period, Jiangsu Bank organized over 40 promotional events in key commercial areas and sports venues, enhancing the offline consumption atmosphere and providing consumers with various benefits [4] - The bank increased personal consumption loan approvals by over 600 million yuan during the holiday, marking a 12.97% increase compared to the previous year, thus providing solid financial support for consumer spending [4] - Jiangsu Bank's multi-faceted approach, combining policy alignment, innovative scenarios, service extension, and credit support, effectively contributes to local economic development and consumer vitality [4]

Group 1 - As of October 31, 2025, Jiangsu has a total of 715 listed companies, including 220 on the Shanghai Stock Exchange Main Board, 114 on the Sci-Tech Innovation Board, 125 on the Shenzhen Stock Exchange Main Board (including one pure B-share), 203 on the Growth Enterprise Market, and 53 on the Beijing Stock Exchange [1] - In October 2025, Jiangsu added one new listed company (Changjiang Nengke), bringing the total number of new listings in 2025 to 21 [1] - The total market capitalization of the 714 listed companies in Jiangsu is 85,985.35 billion yuan, accounting for 13.12% of the total number of A-share listed companies and 8.01% of their total market capitalization [3] Group 2 - As of October 31, 2025, the companies in Jiangsu with a market capitalization exceeding 100 billion yuan (excluding the Beijing Stock Exchange) include Hengrui Medicine, WuXi AppTec, Jiangsu Bank, Guodian Nari, Huatai Securities, Nanjing Bank, Huidian Co., S. Hengli Hydraulic, Dongshan Precision, Xugong Machinery, Tianfu Communication, and Yanghe Brewery [5] - The bottom ten ranked A-share listed companies in Jiangsu (excluding the Beijing Stock Exchange) are Yangzi New Materials, Nanwei Co., Guangge Technology, Xuelang Environment, Zhongshe Co., *ST Hengjiu, Ailong Technology, Jinpu Garden, *ST Tianlong, and *ST Suwu [7] - In October 2025, Jiangsu's A-share listed companies had a total of 3 financing events, raising a total of 1.269 billion yuan, while the total financing events for the year reached 49, raising a total of 61.438 billion yuan [7]

Core Insights - Green finance has transitioned from an optional choice to a mandatory requirement for the banking industry, serving as a new engine for strategic transformation and a blue ocean market for future growth [1] - The balance of green financing at Industrial Bank has reached nearly 2.5 trillion yuan, with green loans exceeding 1 trillion yuan and a non-performing loan rate of only 0.57% [1] - The People's Bank of China and other departments have issued a unified policy framework for green finance, effective from October 1, 2025, to standardize various financial products [2] Group 1: Green Credit Growth - As of the end of 2024, the total balance of green credit among 42 A-share listed banks exceeded 27 trillion yuan, reflecting a year-on-year growth of approximately 20% [3] - State-owned banks dominate the green credit market, with the six major state-owned banks accounting for over 21 trillion yuan, representing 77.6% of the total [3] - Industrial Bank's green loan balance has risen to 1.08 trillion yuan, joining the "trillion club" [3] Group 2: Performance and Sector Focus - The average growth rate of green credit for A-share listed banks in 2024 was 20.6%, a slowdown from approximately 28% in 2023, yet leading institutions maintained strong growth [4] - The focus of green credit issuance is concentrated in four key areas: clean energy, green transportation, energy conservation and environmental protection, and green buildings [4] - The Yangtze River Delta, Guangdong-Hong Kong-Macau Greater Bay Area, and Chengdu-Chongqing Economic Circle are identified as core regions for green credit [4] Group 3: Product Innovation - A-share listed banks are deepening innovation in green financial products, creating a multi-dimensional product system that includes loans, bonds, asset securitization, insurance, and carbon finance [5] - Sustainable Development Linked Loans (SLL), carbon emission rights pledge financing, and environmental rights collateral loans are gaining traction [5] - Industrial Bank has launched the first green loan with biodiversity protection insurance, while Bohai Bank introduced a green loan linked to data center energy efficiency [6] Group 4: Broader Financial Tools - The issuance of green bonds has expanded, with the cumulative issuance of labeled green bonds in 2024 surpassing 4 trillion yuan [6] - Banks are actively participating in green wealth management and fund products, enhancing investor engagement through innovative offerings [6] - Carbon finance tools are transitioning from pilot programs to broader applications, with various banks introducing carbon emission rights pledge financing products [6] Group 5: Future Directions - The banking industry is expected to continue innovating green financial products to support sustainable economic development, moving beyond traditional green credit [7] - The development of ESG-linked loans and financing models using carbon emission rights as collateral will be explored [7] - These innovations will not only assist in achieving national carbon reduction goals but also cultivate new growth momentum for banks [7]

Core Viewpoint - The scope of institutions participating in stock repurchase and increase loan business is expected to expand to city commercial banks, which were previously limited to 21 national financial institutions [1] Group 1: Institutional Participation - Beijing Bank and Shanghai Bank have signed loan commitment letters with several listed companies regarding stock repurchase and increase loans [1] - Other banks such as Ningbo Bank, Jiangsu Bank, and Nanjing Bank are also expected to qualify for this loan business [1]

Core Views - The report emphasizes the importance of stable high-dividend assets in a low-interest-rate environment, highlighting the scarcity of such assets as a key investment opportunity [4][12] - It discusses the regulatory cycle and the reduction of potential credit risks through local debt resolution, reinforcing the concept of a "stable anchor" for banks [4][15] - The economic transformation from land credit to technology and consumption-driven growth is seen as providing a "growth sail" for banks, particularly in corporate deepening and wealth management [4][18] Policy Background and Investment Context - The low interest rate environment and asset scarcity highlight the attractiveness of stable high-dividend assets, with bank stocks favored for their strong performance stability and high dividend yields [4][12] - The ongoing resolution of local government debt is expected to reduce systemic credit risks, thereby solidifying banks' "stable anchor" [4][15] - The shift towards technology and consumption is anticipated to enhance banks' growth potential, particularly in wealth management and corporate services [4][18] Deep Revaluation of "Stable Anchor" - Bottom Line of Value - The report identifies the stability of earnings, attractiveness of dividends, and sustainability of payouts as key components of dividend value [5] - It notes that the expansion of bank balance sheets and the potential recovery of net interest margins are crucial for long-term value [5] - Enhanced investment capabilities in financial markets and asset circulation are highlighted as factors contributing to banks' stability [5] "Growth Sail" Capability Breakthrough - Elasticity of Value - The report emphasizes the importance of stable and high risk-adjusted return on capital (RAROC) for banks, which reflects their efficiency in capital usage [6] - It points out the advantages of wealth attributes and customer base, as well as strong non-performing asset management capabilities [6] - The ability to adjust and manage financial market investments effectively is seen as a significant strength for banks [6] Medium to Long-term Incremental Capital Drivers - Good Wind with Favorable Conditions - The report suggests a potential trend shift in insurance capital allocation towards bank equities, with a target dividend yield of 3.5%-4% seen as a reasonable baseline [7] - It notes that actively managed equity funds are currently underweight in bank stocks, while asset management companies (AMCs) are accelerating their investments in this sector [7] Investment Recommendations: Hold "Stable Anchor" and Raise "Growth Sail" - The report recommends a foundational allocation in large state-owned banks, with H-shares offering better value than A-shares, particularly for Agricultural Bank and Industrial and Commercial Bank [8] - Core allocations should focus on banks that combine stability with strong wealth management capabilities, such as China Merchants Bank and CITIC Bank [8] - For flexible allocations, it suggests high-quality regional banks with unique characteristics in specific areas or business lines, such as Jiangsu Bank and Chongqing Bank [8] Dividend Value Analysis - The report indicates that the operating income of listed banks grew by 0.91% year-on-year in the first three quarters of 2025, with net profit growth of 1.48% [28] - It highlights the significant performance differentiation among banks, with state-owned banks showing stable revenue growth while smaller banks face challenges [28][30] - The report notes that the dividend sustainability of banks is influenced by profitability, dividend policies, and capital considerations, with larger banks maintaining a more stable dividend distribution [41][43]

Investment Rating - The report maintains a "stronger than the market" rating for the banking sector [1][4]. Core Views - As of the end of October, 42 listed banks reported a 1.5% year-on-year increase in net profit for the first three quarters of 2025, an improvement of 0.7 percentage points compared to the first half of 2025 [4][9]. - The report highlights a continued recovery in profitability, driven by a rebound in interest income and non-interest income [4][10]. - The report anticipates that the positive signals from interest margin and non-interest income will persist into the fourth quarter of 2025, with a focus on the impact of policies aimed at reducing competition and the quality of retail assets [15][4]. Summary by Sections Profitability Analysis - The net interest income for the first three quarters of 2025 decreased by 0.6% year-on-year, while non-interest income from fees and commissions grew by 4.6% [10][6]. - The report notes that the profitability of individual banks varies, with some banks like Shanghai Pudong Development Bank and Agricultural Bank of China showing significant growth rates of 10.2% and 3.0% respectively [4][9]. Operational Breakdown - Total asset growth for the 42 listed banks was 9.3% year-on-year, with loan growth at 7.7% and deposit growth at 7.9% [22][4]. - The annualized net interest margin for the third quarter was stable at 1.36%, with a decrease in the cost of interest-bearing liabilities [4][6]. Investment Recommendations - The report suggests a shift towards reallocation rather than trading, emphasizing the importance of structural changes in funding flows that support valuation recovery in the banking sector [6][4]. - Specific banks such as Chengdu Bank, Jiangsu Bank, and Suzhou Bank are highlighted for their regional advantages and potential for continued profit growth [6][4].

Core Insights - Green finance has transitioned from an optional strategy to a mandatory focus for banks, becoming a new engine for strategic transformation and a blue ocean market in the context of a shift towards a green low-carbon economy [1][2] - The balance of green financing at Industrial Bank has reached nearly 2.5 trillion yuan, with green loans exceeding 1 trillion yuan and a non-performing loan rate of only 0.57% [1] - The People's Bank of China and other departments have issued a unified policy framework for green finance, effective from October 1, 2025, to standardize the support scope for green loans and bonds [2] Green Credit Landscape - By the end of 2024, the total balance of green credit among 42 A-share listed banks exceeded 27 trillion yuan, with a year-on-year growth of approximately 20% [3] - State-owned banks are the main contributors to green credit, with the six major state-owned banks holding over 21 trillion yuan, accounting for 77.6% of the total [3] - The growth pattern shows large banks maintaining scale, joint-stock banks demonstrating strong vitality, and regional banks achieving rapid growth [3] Green Loan Balances - As of the end of 2024, only four listed banks had green loan balances exceeding 1 trillion yuan: Industrial Bank, Agricultural Bank, Construction Bank, and Bank of China [5] - Industrial Bank's green loan balance rose to 1.08 trillion yuan in the first half of the year, joining the "trillion club" [5] - Among joint-stock banks, Industrial Bank, CITIC Bank, and Pudong Development Bank lead in green credit scale, collectively accounting for nearly 40% of the total [5] Growth Rates and Sector Focus - The average growth rate of green credit for A-share listed banks in 2024 was 20.6%, a slowdown from approximately 28% in 2023, yet leading institutions maintained strong growth [5] - The focus of green credit is heavily concentrated in clean energy, green transportation, energy conservation, and green buildings, with key regions being the Yangtze River Delta, Guangdong-Hong Kong-Macau Greater Bay Area, and Chengdu-Chongqing economic circle [6] Financial Product Innovation - A-share listed banks are deepening innovation in green financial products, creating a multi-dimensional product system that includes loans, bonds, asset securitization, insurance, and carbon finance [7] - Green loans remain the core vehicle for green finance, with a total balance exceeding 27 trillion yuan by the end of 2024, reflecting a year-on-year growth of about 20% [7] - Innovative tools such as sustainability-linked loans and carbon emission rights pledge financing are gaining traction [7] Bond and Investment Developments - The issuance of green bonds has expanded, with the cumulative issuance of labeled green bonds in 2024 surpassing 4 trillion yuan [8] - Banks are actively participating in green wealth management and fund products, enhancing investor engagement through innovative offerings [8] - Carbon finance tools are transitioning from pilot programs to broader applications, with banks launching carbon emission rights pledge financing products [8] Future Directions - The banking sector is expected to continue innovating green financial products to support sustainable economic development more effectively [9] - This evolution will extend beyond traditional green loans to include financing models linked to carbon emissions and environmental rights [10]