1日 上海市杨高南路 729 号陆家嘴世纪金融广场一号楼 40 层 邮编:200127 电话:(8621)61060889 传真:(8621)61060890 40 Floor, Lujiazui Century Financial Plaza, No.729 South Yanggao Road, Shanghai 200127, P.R.China Tel: (8621) 61060889 北京市君泽君(上海)律师事务所 关于天风证券股份有限公司 2025年第三次临时股东会的 律师见证意见 致:天风证券股份有限公司 北京市君泽君(上海)律师事务所(以下简称"君泽君"或"本所")接受天风 证券股份有限公司(以下简称"公司")委托,委派律师出席公司于 2025年 7月 17日召开的2025年第三次临时股东会(以下简称"本次股东会"),并根据《中 华人民共和国证券法》（以下简称"《证券法》"）、《中华人民共和国公司法》 (以下简称"《公司法》")及《上市公司股东会规则》等法律、法规及规范性文 件和《天风证券股份有限公司幸程》(以下简称"《公司章程》")的规定,就本 次股东会的召集和召开程序、召集人和出席会议人员 ...

Meeting Details - The shareholders' meeting of Tianfeng Securities was held on July 17, 2025, at the Tianfeng Building in Wuhan, Hubei Province [1] - The meeting was chaired by Chairman Pang Jiemin, and the attendance of shareholders represented 38.1424% of the total shares [1] Voting Results - The non-cumulative voting proposal was approved with 99.7091% of A-share votes in favor, 0.1972% against, and 0.0937% abstaining [1] - The special resolution regarding the amendment of the company's articles of association was passed with over two-thirds of the voting rights held by attending shareholders [1] Legal Compliance - The meeting's convening, attendance, voting procedures, and results were confirmed to comply with relevant laws and regulations, including the Company Law and Securities Law [2]

证券代码：601162 证券简称：天风证券 公告编号：2025-043 号 天风证券股份有限公司 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。 二、 议案审议情况 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)股东会召开的时间：2025 年 07 月 17 日 (二)股东会召开的地点：湖北省武汉市武昌区中北路 217 号天风大厦 3 楼会议室 (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 | 6,286 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 3,842,462,674 | | 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（%） | 38.1424 | (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。 本次股东会由公司董事会召集，会议由董事长庞介民先生主持，会议的召集、 召开及表决方式符合《公司法 ...

Core Viewpoint - The evaluation results for market makers in the second quarter of 2025 have been released by the National Equities Exchange and Quotations (NEEQ), highlighting the performance and fee exemptions of various securities firms [1][4]. Group 1: Market Maker Rankings and Fee Exemptions - Northeast Securities, Kaiyuan Securities, and Shanghai Securities ranked in the top 5%, receiving a 100% exemption on transaction fees [2][4]. - In the top 20%, firms like GF Securities and Shenwan Hongyuan saw improvements in their rankings compared to the first quarter of this year [2][5]. - A total of 12 market makers qualified for transaction fee exemptions, with 6 firms in the 10%-20% ranking receiving a 50% exemption [4][5]. Group 2: Market Dynamics and Competitive Landscape - The rankings of market makers show limited volatility over several quarters, indicating a stable competitive landscape, although individual rankings may fluctuate due to short-term business variations [6]. - The list of ranked firms primarily includes smaller securities companies, suggesting a differentiation in competitive strategies, as larger firms tend to dominate in other areas and invest less in the New Third Board market-making business [7]. Group 3: Business Strategies and Market Positioning - Guoyuan Securities emphasized a return to core business principles in its market-making activities, aiming to enhance trading capabilities [8]. - First Capital Securities is adjusting its portfolio based on market conditions to provide liquidity for quality New Third Board companies [8]. - Caida Securities reported a modest involvement in market-making, with a small proportion of its trading assets allocated to this business [8]. Group 4: Evaluation System and Future Directions - The NEEQ's market maker evaluation system, revised multiple times, assesses firms based on various criteria, including market-making scale, liquidity provision, and quote quality [9]. - The NEEQ aims to continuously evaluate the effectiveness of this system to enhance market liquidity and promote a healthy market-making environment [9].

Core Viewpoint - Dow Chemical announced the closure of three upstream assets in Europe to address structural challenges in the region, which is expected to significantly impact the supply-demand dynamics in the silicone industry [1][2]. Group 1: Company Actions - Dow will close an ethylene cracker in Germany, a chlor-alkali and vinyl plant in Germany, and a siloxane plant in the UK, with the shutdown process expected to start in mid-2026 and complete by the end of 2027, with final dismantling by 2029 [2]. - The closure of the UK plant, which has a capacity of 14.5 million tons, represents 30.5% of Europe's silicone capacity and 3.4% of global capacity [2][3]. Group 2: Industry Impact - The exit of overseas silicone capacity is anticipated to improve the supply-demand balance in the industry, as approximately 75% of DMC capacity is concentrated in China [2]. - From 2015 to 2024, about 290,000 tons of polysiloxane capacity is expected to exit the market, with overseas capacity projected to decrease to 915,000 tons by 2026 [3]. - China's silicone demand is expected to grow at a CAGR of 15.5% from 2021 to 2024, with a potential price increase in 2025 due to improved supply-demand dynamics [3]. Group 3: Export Opportunities - The closure of Dow's UK plant is likely to enhance China's share of silicone exports to Europe, with an estimated annual DMC production of 87,000 tons, which would account for 88% of China's silicone exports to Europe in 2024 [4]. - As of 2024, China's silicone exports to Europe are projected to be around 98,000 tons, representing 18% of total domestic exports [4].

618战报：消费升级驱动全品类增长，国产品牌强势崛起 根据宠经说数据，2025年618大促期间，宠物食品赛道全网销售额达75亿元，印证行业需求韧性与结构 性升级并行。平台侧策略调整成为增长新范式——淘天以"简化促销(官方立减+多券叠加)-弱化价格战- 聚焦长期价值"重构竞争规则，推动行业从"流量消耗型增长"转向"用户心智-品牌壁垒-复购沉淀"的健康 模型。未来，平台能力将深度绑定行业进化方向，具备全域运营能力(直播+货架+私域)与垂直品类创新 势能的品牌，有望在"弱价格战、强价值战"的新周期中持续领跑。 智通财经APP获悉，天风证券发布研报称，宠物消费从"基础温饱型"向"品质升级型"跃迁的结构性变化; 新一代宠主(90后、00后占比67%)科学养宠理念深化，选购标准从"有粮可吃"转向"配料表优先"，配料 工艺、适用阶段、品种适配等精细化指标成为决策核心。该行认为，我国宠物经济蓬勃发展，国产品牌 崛起快速，聚焦"国产替代+消费升级"双主线。 线下渠道：低成本场景化营销赋能品牌高端化升级全场景体验驱动宠物消费升级，生态协同构筑竞争壁 天风证券主要观点如下： 中国宠物品牌加速体验经济转型。麦富迪打造自然主题慢闪店， ...

Group 1 - The core viewpoint highlights that the brokerage industry has shown impressive performance in the first half of the year, with a significant increase in net profits among leading firms, reflecting enhanced market activity [1] - Among 32 brokerages that disclosed performance forecasts, 29 reported growth, with a total net profit expected to exceed 500 billion yuan, indicating a strong recovery in the sector [1] - The top-performing brokerages, such as Guotai Junan and CITIC Securities, have seen substantial profit increases, with Guotai Junan's net profit projected to grow by 205% to 218% year-on-year [1] Group 2 - Huatai Securities has received approval to issue company bonds totaling up to 40 billion yuan, which is expected to optimize its capital structure and support its stock price [2] - The approval reflects market confidence in Huatai Securities' qualifications and is likely to enhance the overall financing capacity of the brokerage sector, boosting market liquidity [2] Group 3 - Government investment funds have significantly increased their contributions, with a year-on-year growth of 151.22%, driven by favorable policies and regulatory easing [3] - This increase in funding is expected to improve the capital structure of companies and support various industry sectors, enhancing market confidence [3] Group 4 - Over 130 funds have been liquidated this year, indicating a trend towards market-driven fund issuance and exit, with popular themes like dividends and pharmaceuticals also facing challenges [4] - The trend of fund liquidation reflects the importance of market selection and fund management capabilities, leading to increased competition within the industry [4]

Group 1 - The core viewpoint emphasizes the goal of building innovative, livable, beautiful, resilient, civilized, and smart modern cities, focusing on high-quality urban development and urban renewal as a key strategy [1][2] - The recent Central Urban Work Conference highlighted the shift in urban development from expansion to quality improvement, prioritizing the satisfaction and value judgments of the people [2][3] - The new urbanization strategy focuses on people-centered approaches, regional coordination, and urban renewal as essential components for high-quality urbanization [3] Group 2 - Urban renewal is defined as a systematic process of spatial reconstruction and functional upgrading, transitioning from expansion to enhancement of existing urban areas [4][5] - The policy goals of urban renewal have evolved from addressing basic livelihood issues to constructing livable, resilient, and smart cities, emphasizing sustainable and multi-layered urban renewal mechanisms [4][5] - The recent guidelines for urban renewal stress optimizing urban structure, enhancing functionality, and preserving historical cultural heritage while promoting digital, green, and intelligent urban governance [4][5] Group 3 - The investment landscape for urban renewal includes various sectors such as urban planning, transportation, landscape architecture, and smart city initiatives, indicating a comprehensive approach to urban development [6] - Companies involved in urban planning and related sectors are highlighted, showcasing a diverse range of players in the market, including those specializing in design, construction, and infrastructure [6]

Investment Rating - The industry rating is "Outperform the Market" (maintained rating) [2] Core Insights - The current environment in the coal industry is characterized by high operating rates leading to "involution" competition, rather than the previous "supply-side" overcapacity scenario. The focus should be on controlling operating rates to mitigate this competition [1][27] - In 2016, national coal production capacity was approximately 5.73 billion tons, with a production of 3.41 billion tons, indicating low capacity utilization. By 2022, production capacity exceeded 4.4 billion tons, with production reaching 4.55 billion tons, and is projected to reach 4.76 billion tons by 2024, suggesting excessively high operating rates [1][19] Summary by Sections 1. Historical Context - The coal supply-side reform initiated in 2015 aimed to eliminate around 500 million tons of capacity over 3 to 5 years, with significant reductions in the number of coal mines and improvements in safety and market pricing mechanisms [8][9][10] 2. Current Industry Dynamics - The coal industry is currently facing a situation where high operating rates are leading to price competition, which is different from the previous overcapacity issues. The focus should be on managing these operating rates to stabilize the market [1][27] 3. Future Outlook - The report suggests that unlike the petrochemical industry, which may focus on eliminating refining capacity, the coal industry should prioritize controlling operating rates to address the current competitive pressures [1][27]

证券代码：601162 证券简称：天风证券 公告编号：2025-042号 天风证券股份有限公司 《中华人民共和国证券法》等法律法规、规范性文件及《公 司章程》等有关规定，经第四届董事会薪酬与提名委员会及审计委员会进行任职 资格审查后，公司于2025年7月15日召开第四届董事会第五十二次会议，审议通 过了《关于聘任公司财务总监的议案》，同意聘任汪洋先生为公司财务总监（简 历详见附件）。汪洋先生已具备《中华人民共和国公司法》《证券基金经营机构 董事、监事、高级管理人员及从业人员监督管理办法》《上海证券交易所股票上 市规则》等相关法律法规以及《公司章程》规定的高级管理人员的任职资格条件， 任期自公司董事会审议通过之日起至第四届董事会任期结束之日止。自上述董事 会审议通过聘任汪洋先生为公司财务总监的议案之日起，公司党委委员、董事、 总裁王琳晶先生不再代行财务总监职责。 特此公告。 天风证券股份有限公司董事会 关于聘任公司财务总监的公告 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。 天风证券股份有限公司（以下简称"公司"）为优化财务管 ...