招商证券股份有限公司关于宝塔实业股份有限公司本次重大资 产重组前发生业绩异常或本次重组存在拟置出资产情形之 专项核查意见 招商证券股份有限公司（以下简称"招商证券"或"独立财务顾问"）作为宝 塔实业股份有限公司（以下简称"宝塔实业"或"上市公司"）重大资产置换及 支付现金购买资产暨关联交易项目（以下简称"本次交易"或"本次重组"）的独 立财务顾问，按照中国证监会《监管规则适用指引——上市类第1号》的要求对上 市公司相关事项进行了专项核查。 本核查意见中所引用的简称和释义，如无特殊说明，与《宝塔实业股份有限 公司重大资产置换及支付现金购买资产暨关联交易报告书（草案）》中的释义相 同。 一、上市后承诺履行情况，是否存在不规范承诺、承诺未履行或未履行完毕 的情形 根据宝塔实业历年年度报告及宝塔实业出具的书面确认及承诺，并经本独立 财务顾问核查，自宝塔实业上市之日起至本专项核查意见出具日，宝塔实业、宝 塔实业控股股东及其一致行动人、持股 5%以上股东、董事、监事、高级管理人 员作出及履行的主要公开承诺（不包括本次交易中相关方就本次交易作出的承诺） 及该等承诺履行情况见附件所示。 经核查，独立财务顾问认为，自宝塔实业上 ...

Group 1 - The core point of the article is the appointment of Zhu Jiangtao as the new president of China Merchants Securities, which is expected to enhance the company's resource integration and risk management capabilities [2][3] - Zhu Jiangtao has a strong background in banking, having served in various risk management roles at China Merchants Bank for nearly 30 years before transitioning to the securities industry [4][5] - The leadership change aims to minimize the impact of management turnover following the retirement of the previous president, Wu Zongmin [3][6] Group 2 - Zhu Jiangtao's extensive experience includes roles such as Chief Risk Officer and Vice President at China Merchants Bank, indicating a solid foundation in risk management [4][5] - The new executive team at China Merchants Securities consists of one president and five vice presidents, with specific responsibilities for compliance, risk management, and investment business [6][8] - The company's financial performance shows a recovery in the first quarter of 2025, with a 9.64% increase in revenue and a 6.97% rise in net profit compared to the previous year [9][10] Group 3 - The significant growth in net commission income by 47.66% in the first quarter of 2025 is attributed to increased brokerage activity, while investment income turned positive, reaching 3.31 billion yuan [10][11] - The overall market environment has improved, with a notable increase in trading volumes and investor confidence, contributing to the recovery of the brokerage industry [10][11]

Core Viewpoint - The importance of providing correct asset allocation advice is emphasized over merely selecting good products, highlighting the evolving role of investment advisors in connecting capital markets with investors' wealth management needs [1][3]. Group 1: Development of Fund Advisory Services - The buy-side advisory model in China has made significant progress since the pilot program for public fund advisory services was launched over five years ago, with the number of participating institutions growing from 5 to 60 [4]. - As of the end of last year, the cumulative signed client assets for the fund advisory business at China Merchants Securities exceeded 30 billion yuan, and as of June 5, this figure approached 35 billion yuan [2]. - The fund advisory product system at China Merchants Securities covers various fund types, including money market, fixed income, equity, and global investments, offering dozens of combinations to meet diverse client needs [2]. Group 2: Focus on Pension Advisory Services - China Merchants Securities has launched a comprehensive pension advisory service, which includes designing public welfare fund advisory combinations, creating pension fund of funds (FOF) advisory combinations, and providing personalized pension advisory services [2]. - The company aims to support the development of the pension industry while allowing investors to participate in public welfare initiatives through its advisory services [2]. Group 3: Market Trends and Future Outlook - The transition of the fund advisory pilot program to a regular practice is anticipated to accelerate, driven by regulatory support from the China Securities Regulatory Commission [3][5]. - Industry experts believe that the establishment of user trust and awareness of advisory services remains a challenge, necessitating ongoing education and tailored solutions to meet investor needs [5]. - The shift towards regularization of fund advisory services is expected to bring profound impacts and new opportunities and challenges to the fund and wealth management industries [5].

Group 1 - The core viewpoint of the articles emphasizes the evolution and significance of fund advisory services in response to increasing market volatility and the growing demand for personalized wealth management [1][2][5] - The fund advisory business has expanded significantly since its pilot launch in October 2019, with over 60 institutions now participating, including banks, brokerages, and fund companies [2][5] - The industry is transitioning from a product-centric to a client-centric model, driven by supportive policies aimed at promoting long-term capital market participation [2][5] Group 2 - The average return for clients using fund advisory services has outperformed those who purchase funds independently, primarily due to differences in asset allocation and product selection [3][4] - Innovations in fund advisory services include linking them with public welfare initiatives and developing specialized products to meet diverse investor needs [3][4] - The introduction of AI technology is seen as a transformative factor in the fund advisory industry, enhancing customer service, investment decision-making, and risk management [6][7] Group 3 - AI tools are being utilized to improve efficiency in standard tasks, allowing human advisors to focus on high-value services, although AI cannot fully replace the emotional support and complex decision-making provided by human advisors [7][8] - The integration of AI in fund advisory services is still in its early stages, with varying levels of progress among institutions, but there is a consensus on its potential value [6][7] - Ensuring data security and compliance with regulations remains a critical concern for institutions using AI in their advisory processes [7][8]

Core Viewpoint - The company has launched a public welfare financial brand "Yizhao Xiangshan Zhi Yuan Qianxing," introducing the first fund advisory public welfare portfolio in the industry, committing over 50% of service fees to public welfare projects, and establishing the first ESG public welfare financial laboratory in the industry [1][2]. Group 1 - The company aims to integrate public welfare financial innovation with ESG concepts to explore new pathways for wealth creation and contribute to common prosperity and high-quality development [1][3]. - Since the launch of the "Yizhao Xiangshan" series on September 9, 2024, the company has introduced two major public welfare portfolios focused on education and elderly care, with a total signed scale exceeding 800 million [1][2]. - The first donation for the elderly care project has been completed, focusing on creating safe bathing environments for the elderly, while the education project aims to support children in remote rural areas [1][2]. Group 2 - The donation process is transparent and can be tracked in real-time through the company's APP and nationwide branches, promoting a dual-channel and fully transparent service system [2]. - The company has established the "招商证券 ESG Public Welfare Financial Innovation Laboratory" to explore standardized paths for public welfare finance and promote industry development [2]. - To address the aging population trend, the company has launched a comprehensive elderly advisory service, including designing public welfare fund advisory portfolios and providing personalized advisory solutions [2][3].

Overall Situation - The tourism revenue shows steady growth, but travel demand appears relatively flat, with domestic travel during the Dragon Boat Festival in 2025 expected to reach 119 million trips, a 5.7% increase, and total domestic travel expenditure projected at 42.73 billion yuan, up 5.9% [1][2] - Daily average inbound and outbound tourism is 1.969 million people, a year-on-year increase of 2.7%, which is below the official expectation of 2.15 million, representing a 12.2% increase [1][5] Transportation Situation - The total cross-regional personnel flow is expected to reach 657 million during the holiday, with a daily average of 21.9 million, reflecting a year-on-year growth of 3.0% [3] - Railway passenger volume is projected at 47.108 million, with a daily average of 15.7027 million, showing a 2.3% increase [3] - Road travel is expected to account for 600 million trips, with a daily average of 20 million, marking a 3.14% increase [3] Hainan Duty-Free Sales - During the Dragon Boat Festival, Hainan's duty-free shopping amounted to 187 million yuan, a decrease of 8.8%, with 31,300 shoppers, down 18.9% [4] - The average spending per person was 5,974 yuan, an increase of 12.5% [4] Outbound Tourism - The total number of inbound and outbound personnel during the holiday reached 5.907 million, with a peak of 2.086 million on June 1 [5] - The number of inbound foreign visitors under visa-free policies increased by 59.4% compared to the previous year [5] Investment Recommendations - The industry suggests focusing on the recovery of short-distance self-driving and family travel, with a recommendation to pay attention to companies related to leisure tourism and outbound travel, including Ctrip Group, Tongcheng Travel, and hotels driven by business travel demand [6]

Core Viewpoint - The article highlights the launch of "Yizhao Xiangshan • Zhi Yuan Qian Xing" public welfare financial brand by China Merchants Securities, which includes the establishment of the first ESG public welfare financial laboratory in the industry, aiming to integrate public welfare with financial innovation and ESG principles [2][7]. Summary by Sections Public Welfare Financial Services - China Merchants Securities has introduced the "Yizhao Xiangshan" series, focusing on educational and elderly care themes, with a cumulative signed scale exceeding 800 million yuan, covering nearly a thousand investors [3][5]. - The company aims to support national technological self-reliance and social wealth preservation through innovative public welfare financial services [3]. Fund Advisory Public Welfare Combinations - The company launched a series of public welfare financial services in September 2024, offering both collective and customized service models, including money market and bond product combinations [4]. - Each theme (education and elderly care) features a money market and a bond fund combination, with three products having a subscription threshold of 1,000 yuan and one at 10,000 yuan, catering to low-risk investors [4]. - The advisory fee for three products is set at 0.1% per year, while one product is at 0.2% per year, with over 50% of the advisory fees being allocated to public welfare initiatives [4]. Wealth Towards Good Ecology - The chairman of the Shenzhen Aging Development Foundation emphasized the importance of financial innovation in supporting the sustainable development of public welfare institutions [6]. - The first donation for the elderly care project has been completed, focusing on creating safe living environments for the elderly [6]. - The educational project aims to assist children in remote areas through partnerships with local foundations [6]. ESG Public Welfare Financial Innovation Laboratory - The ESG public welfare financial innovation laboratory will collaborate with the Shenzhen Social Responsibility Center to explore standardized paths for public welfare finance [7]. - The laboratory will focus on research, product design, and standard formulation in the public welfare finance sector [7]. Systematic Pension Advisory - As part of the national response to aging, pension finance is a key focus area, with China Merchants Securities offering a comprehensive pension advisory service [8]. - The service includes designing public welfare fund advisory combinations and providing personalized pension advisory solutions [8]. - The company emphasizes low investment thresholds and low volatility characteristics in its public welfare fund advisory combinations to enhance customer experience [8]. Investment Strategy and Customer Focus - The company aims to provide accurate market assessments and asset allocation advice, highlighting the importance of a customer-centric approach [9]. - Over the past three years, clients who signed up for the fund advisory services have seen significantly higher average returns compared to those who did not [9].

Core Summary - In 2025, the securities industry is expected to experience a dual increase in profitability and valuation due to favorable policies and liquidity support, with a focus on the improvement of brokerage services, proprietary asset allocation, and international business as sources of performance differentiation [4][5] Group 1: Policy and Liquidity Support - The major highlight for the securities sector in 2025 is the favorable policies and liquidity support, particularly the implementation of the "Plan to Promote Long-term Funds into the Market," which sets clear investment scale and ratio requirements for public funds, insurance funds, and pension funds [4][12] - The People's Bank of China implemented a "combination punch" of interest rate cuts and reserve requirement ratio reductions in May 2025, which is expected to drive residents' deposits and bank wealth management products towards equity assets [4][34] Group 2: Wealth Management - The trend of residents moving their deposits to equity assets is accelerating, supported by the new public fund regulations and the full rollout of the personal pension system, which is expected to bring incremental investments to public funds [4][32] - The public fund fee structure is being reformed to focus on investor returns, aiming to enhance the investment value and attract more long-term capital into the market [4][35] Group 3: Proprietary Business - The proprietary investment performance is expected to be differentiated due to regulatory restrictions on derivatives and limited space for bond market allocation, with equity allocation becoming the core of proprietary performance [4][21] - The securities firms are encouraged to increase their allocation to high-quality equity assets, while the fixed income segment is expected to shift from a "lying win" strategy to a more diversified "fixed income+" investment approach [4][5] Group 4: International Business - The internationalization of securities firms is seen as an inevitable trend, with large firms accelerating their global market penetration, particularly in Southeast Asia and the Middle East, driven by the demand for cross-border financing and mergers [4][5] - The regulatory environment is being optimized to create a market-oriented, legal, and international business environment, facilitating the expansion of international business for securities firms [4][5] Group 5: Investment Analysis - The overall outlook for the securities sector is positive, with expectations of profitability and valuation increases, driven by differentiated competition in proprietary investment, wealth management, and international expansion [4][5] - Recommended investment targets include leading firms with strong comprehensive capabilities, firms with significant earnings elasticity, and those with robust international business competitiveness [4][5]

Group 1 - The first fund advisory public welfare portfolio in the brokerage industry has been launched in Shenzhen, with the first donation completed for elderly care public welfare [1][2] - The "Yizhao Xiangshan" series of fund advisory public welfare portfolios has signed contracts exceeding 800 million yuan since its launch in September 2023, covering nearly a thousand investors [2][3] - The company aims to integrate public welfare financial innovation with ESG concepts to contribute to common prosperity and high-quality development [2][3] Group 2 - The company has established a dual-channel promotion and full transparency service system through its app and offline network, allowing investors to track donation flows and project progress in real-time [2] - The company encourages voluntary donations from investment returns to expand the public welfare funding pool and establish a long-term service mechanism [2][3] - Other financial institutions have previously allocated a portion of management fees from public funds and asset management products to public welfare initiatives [4]

Core Viewpoint - The appointment of Zhu Jiangtao as the new president of China Merchants Securities is seen as a positive signal for the company's future development and performance, particularly in compliance management [1][6]. Group 1: Leadership Changes - Zhu Jiangtao, previously the vice president of China Merchants Bank, has been appointed as the president of China Merchants Securities, effective immediately following the retirement of the former president Wu Zongmin [2]. - In addition to the presidential change, there have been multiple changes in the vice president positions within the company, including the resignation of Zhang Haochuan and the appointment of Zhang Xing and Wang Zhijian as new vice presidents [3][4]. Group 2: Background and Experience - Zhu Jiangtao has extensive banking experience, including roles as Chief Risk Officer and Vice President at China Merchants Bank, which is expected to enhance the company's risk management and compliance practices [2][6]. - The newly appointed vice presidents, Zhang Xing and Wang Zhijian, also bring significant experience in risk management and investment, which may contribute to the company's strategic direction [3][4]. Group 3: Performance Metrics - In Q1 2025, China Merchants Securities reported a revenue of 4.713 billion yuan, a year-on-year increase of 9.64%, and a net profit attributable to shareholders of 2.308 billion yuan, up 6.97% [5]. - For the full year of 2024, the company achieved revenues of 20.891 billion yuan and a net profit of 10.386 billion yuan, representing year-on-year growth of 5.4% and 18.51%, respectively [5]. - Over the past five years, the net profit attributable to shareholders has shown volatility, with figures rising from 9.492 billion yuan in 2020 to 11.645 billion yuan in 2021, then dropping to 8.072 billion yuan in 2022, before recovering to 8.764 billion yuan in 2023 and surpassing 10 billion yuan in 2024 [5].