江苏世纪同仁律师事务所关于 江苏银行股份有限公司 2025年第二次临时 股东大会的法律意见书 致:江苏银行股份有限公司 根据《公司法》等法律、行政法规和规范性文件以及公司《章程》的规定, 本所受公司董事会的委托,指派本所律师出席公司 2025年第二次临时股东大会, 并就本次股东大会的召集、召开程序、出席会议人员资格、表决程序以及表决结 果的合法有效性等事项出具法律意见。 为出具本法律意见书,本所律师对本次股东大会所涉及的有关事项进行了审 查,查阅了相关会议文件,并对有关问题进行了必要的核查和验证。 本所律师根据相关法律、行政法规和规范性文件的要求,按照律师行业公认 的业务标准、道德规范和勤勉尽责精神,出具法律意见如下; 一、关于本次股东大会的召集、召开程序 1. 本次股东大会由公司董事会召集。 公司已分别于 2025年 10月 31 日、2025年 11月 7 日在上海证券交易所网站 (http://www.sse.com.cn)和《中国证券报》《上海证券报》《证券时报》 上刊登了《江苏银行股份有限公司关于召开 2025年第二次临时股东大会的通知》 以及《江苏银行股份有限公司关于 2025 年第二次临时股东大 ...

(二) 股东大会召开的地点：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 证券代码：600919 证券简称：江苏银行 公告编号：2025-040 优先股代码：360026 优先股简称：苏银优 1 江苏银行股份有限公司 2025年第二次临时股东大会决议公告 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) 股东大会召开的时间：2025 年 11 月 17 日 (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 | 1,346 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 9,069,657,564 | | 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（%） | 49.4223 | (四) 出席会议的优先股股东(不包括恢复表决权的优先股)及其 所持股份情况： | | | | 2、出席会议的优先股股东所持有 ...

编辑：杨希 本期文案：吴霜 视频制作：薛霁 （原标题：长三角城商行三季度PK赛：对公、财富，谁最能打？） 当银行业贷款增速放缓，长三角城商行却杀出重围？本期飞钱说来解读三季报。今年前三季度，长三角 城商行总资产呈两位数暴涨，其中江苏银行增速24.68%，宁波银行 14.5%！但有人欢喜有人愁。 出品：飞钱说工作室 栏目统筹：耿雁冰 栏目策划：杨希 设计：王冰 （部分素材由AI制作） ...

Macro Strategy - Fixed asset investment in China showed a cumulative year-on-year decline of -1.70% for the first ten months of 2025, worsening from -0.50% in September. Key components such as infrastructure investment and manufacturing also experienced declines, with infrastructure down by 1.83 percentage points and manufacturing down by 1.30 percentage points. Real estate development investment saw a significant drop of -14.70% compared to -13.90% in September [2][4][5] Stock Market Overview - A-share indices experienced narrow fluctuations and slight declines from November 10 to November 14, 2025, with the Shanghai Composite Index down by 0.18% and the ChiNext Index down by 3.01%. The market is currently in a "slow bull" phase, with expectations of continued wide fluctuations and gradual upward movement in November [3][4][7] Industry Performance - Among the 31 first-level industries, most showed gains, with the top performers being comprehensive and textile sectors, which rose by 6.99% and 4.41% respectively. In contrast, the communication and electronics sectors faced declines of -4.77% each. Year-to-date, energy metals and components have seen significant increases of 92.91% and 85.55% respectively [5][6] Banking Sector Insights - The central bank's report emphasized maintaining reasonable growth in financial totals and solidifying credit support. The report indicated that recent weak credit growth is influenced by various factors, including local government debt replacement and the structural evolution of the economy. The central bank aims to keep financial totals, including credit and bond financing, growing steadily [14][15] - The central bank plans to enhance support for technology finance, which is a key focus of the 14th Five-Year Plan. This includes optimizing monetary policy tools to support technological innovation and ensuring that banks maintain reasonable net interest margins to facilitate continued support for the real economy [15][17] Investment Recommendations - The banking sector is expected to attract investment due to high dividend yields, with recommendations to focus on state-owned banks and potential valuation recovery opportunities in joint-stock and regional banks. Specific banks highlighted include Industrial and Commercial Bank of China, Bank of China, and others [17]

Core Viewpoint - The article emphasizes the importance of selecting suitable wealth management products, particularly "fixed income+" products, from various banks, highlighting the need for investors to discern among numerous similar offerings [1][5]. Summary by Category Performance Ranking - The article presents a performance ranking of wealth management products based on their annualized returns over the past month, three months, and six months, with a focus on the three-month annualized yield for recent market performance [1][5]. Institutions Involved - A total of 28 banks are involved in the distribution of these wealth management products, including major institutions such as Industrial and Commercial Bank of China, Bank of China, Agricultural Bank of China, and others [1]. Product Selection - The ranking aims to assist investors in identifying high-performing products, with specific attention to the "fixed income+" category, which has gained popularity among investors seeking stable returns [1][5]. Market Dynamics - The article notes that the availability of these products may vary due to factors such as sold-out quotas or differences in product listings across banks, suggesting that investors should verify product availability through the respective bank's app [1].

Core Insights - The article focuses on the performance of bank wealth management products with varying minimum holding periods, aiming to help investors identify and select high-performing products [1][5][12] Summary by Category Performance Rankings - The article provides a ranking of wealth management products based on their annualized returns for different holding periods: 7 days, 14 days, 30 days, and 60 days [1][5][12] - For the 7-day holding period, the top-performing product is from Minsheng Bank with an annualized return of 17.12% [4] - For the 14-day holding period, Minsheng Bank's product also leads with a return of 19.88% [6] - In the 30-day category, Minsheng Bank again tops the list with a return of 21.98% [10] - The 60-day holding period shows a leading return of 9.74% from Minsheng Bank [13] Product Categories - The products are categorized into fixed income and mixed types, with specific focus on their respective annualized returns and performance benchmarks [4][10][13] - The rankings are based on data from 28 distribution institutions, including major banks like ICBC, Bank of China, and Agricultural Bank of China [1] Investor Guidance - The article emphasizes the importance of checking the actual availability of products on bank apps, as some may be sold out or not displayed uniformly across different clients [1] - It aims to reduce the selection cost for investors by providing a clear performance overview of available products [1][5]

Group 1 - The core view of the report indicates a decline in fiscal support year-on-year, with M1 growth peaking and then receding [1][3] - The report highlights a decrease in credit volume, with October RMB loan growth at 6.5% year-on-year, a reduction of 0.12 percentage points month-on-month, and a new loan addition of 220 billion yuan, which is 280 billion yuan less than the previous year [2] - The report emphasizes the importance of "supply-demand balance" in the credit market, noting that weak demand in the household sector, particularly for short-term loans, is a significant factor [2] Group 2 - M1 and M2 growth rates fell by 1 percentage point and 0.2 percentage points respectively in October, with M1 at 6.2% and M2 at 8.2% [3] - The report suggests that the decline in M1 growth is attributed to a booming capital market, leading to a shift of deposits from residents and enterprises to non-bank deposits [3] - The investment recommendation remains focused on the banking sector, highlighting that the long-term investment value of banks continues to be strong, with a suggestion to focus on state-owned banks and quality regional banks [4][9] Group 3 - The report provides a detailed analysis of the banking sector's performance, indicating that the Shenyin & Wanguo Bank Index rose by 1.70% during the week, outperforming the CSI 300 Index by 2.78 percentage points [8] - It notes that the overall market performance for the week saw major indices decline, with the CSI 300 down by 1.08% and the Shanghai Composite Index down by 0.18% [8] - The report also includes a forecast for key companies, with EPS and PE ratios provided for several banks, indicating a positive outlook for banks like Ningbo Bank and Jiangsu Bank [10]

Investment Rating - The industry investment rating is "Positive" (maintained) [1] Core Viewpoints - The report highlights a continued slowdown in social financing and a shift of deposits towards wealth management products, indicating a need for observation regarding the recovery of resident confidence and corporate operational activity [5][6] - The report notes that the credit growth is slowing down, with new RMB loans added in October amounting to 220 billion yuan, a year-on-year decrease of 280 billion yuan, reflecting seasonal demand factors and constraints on credit expansion [3][4] - Government bonds remain the main contributor to social financing growth, with new government bonds issued in October at 489.3 billion yuan, marking the lowest monthly level for the year [4] Summary by Sections Credit Market Analysis - In October, the new RMB loans were 220 billion yuan, with a year-on-year decrease of 280 billion yuan, and the balance growth rate was 6.5%, down 0.1 percentage points from September [3] - The report indicates that corporate loans increased by 220 billion yuan year-on-year, primarily supported by a 331.2 billion yuan increase in bills, while residential borrowing intentions decreased [3][4] Social Financing Trends - In October, social financing increased by 815 billion yuan, a year-on-year decrease of 597 billion yuan, with a stock growth rate of 8.5%, down 0.2 percentage points from September [4] - The report emphasizes that while social financing growth has been declining since July, the overall downward trend has been limited, with government bonds continuing to play a significant role [4] Deposit and Liquidity Dynamics - The M2 money supply grew by 8.2% year-on-year, while M1 grew by 6.2%, indicating a shift towards demand deposits [5] - There is a notable trend of deposits moving from residents to non-bank financial institutions, with a significant increase of 770 billion yuan in non-bank deposits, suggesting a migration of funds towards wealth management products [5][6] Investment Recommendations - The report suggests that despite the ongoing slowdown in credit growth and social financing, the retail risk for listed banks remains manageable, supported by robust provisioning and stable dividend policies [6] - It recommends increasing allocations to the banking sector, particularly state-owned banks, which are seen as offering value relative to risk-free rates, highlighting specific banks such as CITIC Bank and others as beneficiaries [6]

Investment Rating - The report maintains a "Recommended" rating for the banking industry [1]. Core Viewpoints - The growth of social financing (社融) has slowed down, with October's new social financing amounting to 814.9 billion yuan, a year-on-year decrease of 597.1 billion yuan. The total social financing stock increased by 8.49% year-on-year, with a slight month-on-month decline of 0.18 percentage points [3]. - Demand for loans remains weak, with a notable decrease in both household and corporate financing needs. In October, the balance of RMB loans grew by 6.5% year-on-year, a decrease of 0.1 percentage points from the previous month [3]. - The phenomenon of "deposit migration" continues, as M1 and M2 growth rates have declined. In October, M1 and M2 increased by 6.2% and 8.2% year-on-year, respectively, with month-on-month declines of 1 percentage point and 0.2 percentage points [3]. Summary by Sections Social Financing - In October, the new social financing was 814.9 billion yuan, down 597.1 billion yuan year-on-year. The government bond issuance has weakened its support for social financing [3]. - RMB loans decreased by 20.1 billion yuan in October, a year-on-year reduction of 316.6 billion yuan. The issuance of new government bonds was 489.3 billion yuan, down 560.2 billion yuan year-on-year [3]. Loan Demand - The demand for loans from the real economy remains weak, with household loans decreasing by 360.4 billion yuan in October, a year-on-year drop of 520.4 billion yuan. Corporate loans increased by 350 billion yuan, primarily driven by a significant rise in bill financing [3]. Deposit Trends - The total RMB deposits in financial institutions increased by 610 billion yuan in October, a year-on-year increase of 100 billion yuan. However, household deposits decreased by 1.34 trillion yuan, indicating ongoing deposit migration [3]. - Non-bank deposits increased by 1.85 trillion yuan year-on-year, reflecting a shift in capital towards more active markets [3]. Investment Recommendations - The report suggests that the weakening support from government bonds for social financing and the ongoing weak loan demand necessitate attention to the effectiveness of new policy financial tools. The banking sector's transformation driven by the 14th Five-Year Plan is expected to provide opportunities for fundamental recovery [3]. - Specific stock recommendations include Industrial and Commercial Bank of China (601398), Agricultural Bank of China (601288), Postal Savings Bank of China (601658), Jiangsu Bank (600919), Hangzhou Bank (600926), and China Merchants Bank (600036) [3].

Investment Rating - The industry investment rating is "Overweight," indicating that the industry is expected to outperform the overall market performance [24]. Core Insights - The report highlights a continued slowdown in credit growth, with October's new credit addition at 2.2 trillion yuan, a year-on-year decrease of 2.8 trillion yuan. The total new credit for the first ten months of the year is 14.97 trillion yuan, down 1.6 trillion yuan year-on-year [5][6]. - The report emphasizes the importance of monitoring forward-looking indicators such as PPI, which has shown signs of recovery, potentially improving the demand for real economy and reflecting positively on bank profits [5][6]. - The banking sector is expected to stabilize net interest margins, leading to improved net interest income growth. The focus will be on leading banks and quality regional banks for investment opportunities [5][6]. Summary by Sections Financial Data Overview - In October, new social financing was 815 billion yuan, a year-on-year decrease of 597 billion yuan, with a stock growth rate of 8.5%, down 0.2 percentage points month-on-month. M1 grew by 6.2%, while M2 grew by 8.2%, both showing a decline in growth rates compared to the previous month [3][6][9]. Credit Market Analysis - The report notes a significant decrease in corporate general loans, with a drop of 1.6 trillion yuan in October. The decline in corporate short-term loans was 1.9 trillion yuan, while bill discounting increased by over 500 billion yuan [5][6]. - Retail credit demand remains under pressure, with a net decrease of nearly 360 billion yuan in household credit in October, indicating a continued deleveraging phase for households [5][6]. Government Debt and Social Financing - The issuance of government bonds has slowed, contributing to the continued decline in social financing growth. In October, government bond issuance was 203.3 billion yuan, down over 560 billion yuan year-on-year [5][6]. - The report anticipates that the contribution from government bonds will weaken further, as the issuance for 2024 is expected to peak in the fourth quarter [5][6]. Investment Recommendations - The report suggests focusing on leading banks and undervalued regional banks as key investment themes. It highlights the potential for valuation recovery in leading banks and the opportunity for growth in quality regional banks under favorable policies [5][6].