关于天风证券股份有限公司 向特定对象发行股票申请文件 的审核问询函之回复报告 保荐人（主承销商） 中国（上海）自由贸易试验区商城路 618 号 上海证券交易所： 贵所于 2025 年 3 月 18 日出具的《关于天风证券股份有限公司向特定对象发 行股票申请文件的审核问询函》（上证上审（再融资）[2025]60 号）（以下简称 "审核问询函"）已收悉。天风证券股份有限公司（以下简称"天风证券"、"发 行人"或"公司"）与国泰海通证券股份有限公司（以下简称"保荐人"、"保 荐机构"）、北京市君泽君律师事务所（以下简称"发行人律师"）、大信会计 师事务所（特殊普通合伙）（以下简称"申报会计师"）等相关方对审核问询函 所列问题进行了逐项核查，现回复如下，请予审核。 如无特别说明，本问询函回复使用的简称与《天风证券股份有限公司向特定 对象发行 A 股股票募集说明书（申报稿）》（以下简称"募集说明书"）中的 释义相同。 本问询函回复的字体代表以下含义： | 审核问询函所列问题 | 黑体 | | --- | --- | | 对问题的回复 | 宋体 | | 募集说明书的修订、补充披露 | 楷体（加粗） | 本问询函回复除特别 ...

证券代码：601162 证券简称：天风证券 公告编号：2025-017号 天风证券股份有限公司 关于向特定对象发行 A 股股票申请文件的审核问询函 回复及募集说明书更新的提示性公告 天风证券股份有限公司董事会 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"）于 2025 年 3 月 18 日收到上海 证券交易所（以下简称"上交所"）出具的《关于天风证券股份有限公司向特定 对象发行股票申请文件的审核问询函》（上证上审（再融资）〔2025〕60 号） （以下简称"《审核问询函》"），上交所审核机构对公司向特定对象发行 A 股股票申请文件进行了审核，并形成了问询问题。 公司收到《审核问询函》后，按照要求会同相关中介机构就《审核问询函》 所列问题进行了认真研究和逐项落实，并进行了逐项说明和回复，同时对募集说 明书等申请文件进行了补充和修订，具体内容详见公司于同日披露于上交所网站 （www.sse.com.cn）的《关于天风证券股份有限公司向特定对象发行股票申请文 件的审核问询函之回复报告》等文件 ...

Core Viewpoint - The report by Tianfeng Securities on Xingye Technology highlights the company's ongoing development in the automotive interior leather business, maintaining a "buy" rating for the stock [1]. Financial Performance - For Q1 2025, the company reported revenue of 600 million, a year-on-year increase of 5%, while net profit attributable to shareholders was 20 million, down 45% year-on-year [1]. - In Q4 2024, revenue was 900 million, up 24% year-on-year, with net profit attributable to shareholders at 30 million, a significant increase of 150% year-on-year [1]. - The full year 2024 saw revenue of 3 billion, a 9% increase year-on-year, but net profit attributable to shareholders decreased by 24% to 140 million [1]. Dividend and Management Changes - The company plans to distribute a cash dividend of 1.5 yuan per 10 shares, amounting to an expected payout of 40 million, with a dividend payout ratio of 31% [2]. - Wu Meili resigned as the board secretary but continues as the vice president, while Zhang Liang has been appointed as the new board secretary [2]. Product Segmentation and Market Expansion - Revenue from leather for shoes and bags in 2024 was 2 billion, an 8% increase, accounting for 68% of total revenue, with a gross margin of 18% [3]. - Revenue from automotive interior leather reached 700 million, a 20% increase, representing 24% of total revenue, with a gross margin of 34% [3]. - The company has successfully entered the supply chains of international brands such as Adidas and COLEHAAN [3]. Regional Performance - Revenue from East China was 1.9 billion, an 8% increase, accounting for 65% of total revenue, with a gross margin of 22% [3]. - Revenue from South China was 600 million, down 1%, representing 21% of total revenue, with a gross margin of 22% [3]. - International revenue surged by 97% to 300 million, accounting for 10% of total revenue, with a gross margin of 21% [3]. Subsidiary Performance - The subsidiary Hongxing Automotive Leather reported a net profit of 150 million, up 51% year-on-year, driven by increased sales and improved gross margins [4]. - Lianhua Leather reported a net loss of 10 million, down 62% year-on-year, primarily due to increased financial expenses [4]. Profit Forecast Adjustments - The profit forecast for 2025-2027 has been adjusted, with expected net profits of 150 million, 180 million, and 230 million respectively [5]. - Earnings per share (EPS) are projected to be 0.5, 0.6, and 0.8 yuan for 2025, 2026, and 2027 respectively [5]. - Price-to-earnings (PE) ratios are expected to be 20x, 16x, and 12x for the respective years [5].

Core Viewpoint - Postal Savings Bank of China (PSBC) reported a slight decline in revenue and net profit for Q1 2025, but non-interest income showed significant growth, leading to a positive outlook for the bank's performance [2][3]. Financial Performance - In Q1 2025, PSBC achieved revenue of 89.4 billion yuan, a year-over-year decrease of 0.07%, and a net profit attributable to shareholders of 25.4 billion yuan, down 2.62% year-over-year [2][3]. - The non-performing loan ratio stood at 0.91%, with a provision coverage ratio of 266% [2][3]. Non-Interest Income - Non-interest income was a key driver for revenue improvement, totaling 20.5 billion yuan, which represents a year-over-year increase of 14.83% [3]. - Fee and commission income rebounded to 10.3 billion yuan, up 8.76% year-over-year, ending a negative growth trend since the end of 2023 [3]. - Other non-interest income also performed well, growing by 21.70% year-over-year, primarily driven by investment net income of 10.9 billion yuan, which surged by 104.58% [3]. Asset and Liability Management - As of Q1 2025, PSBC's interest-earning assets totaled 17.45 trillion yuan, reflecting an 8.1% year-over-year increase, with loans and financial investments growing by 10.1% and 9.5%, respectively [4]. - The bank's interest-bearing liabilities reached 16.70 trillion yuan, up 8.6% year-over-year, with deposits increasing by 9.2% and bond issuance rising by 15.6% [4]. Capital Adequacy and Asset Quality - The core Tier 1 capital adequacy ratio was reported at 9.21%, down 35 basis points from the previous quarter, likely due to increased loan disbursements [4]. - The non-performing loan ratio increased slightly by 1 basis point compared to the end of 2024, while the provision coverage ratio decreased by 20 percentage points [4]. Profit Forecast and Valuation - The company forecasts a net profit growth of 1.23%, 3.98%, and 4.42% for the years 2025 to 2027, with corresponding book value per share (BPS) estimates of 8.82, 9.25, and 9.64 yuan [5].

Core Viewpoint - The report from Tianfeng Securities maintains a "buy" rating for Industrial and Commercial Bank of China (ICBC), emphasizing that short-term fluctuations do not alter the bank's stable operational foundation [1]. Financial Performance - In Q1 2025, ICBC reported revenue of 212.8 billion yuan, a year-over-year decline of 3.22%, and a net profit attributable to shareholders of 84.2 billion yuan, down 3.99% year-over-year [2][3]. - The annualized Return on Equity (ROE) decreased by 1.00 percentage point to 9.06% [2]. Revenue and Profit Analysis - The decline in revenue and profit is attributed to a decrease in net interest margin and negative growth in other non-interest income, despite asset scale expansion and provision releases supporting performance [3]. - Net interest income fell by 2.9% year-over-year in Q1 2025, worsening from a 2.7% decline in 2024 [3]. Asset and Loan Growth - Total assets grew by 8.3% year-over-year by the end of Q1 2025, with loans and financial investments increasing by 8.5% and 23.6%, respectively [3]. - New corporate loans and retail loans added 1.11 trillion yuan and 182 billion yuan, contributing 84.8% and 13.9% to loan growth, respectively [3]. Deposit and Liability Trends - Total deposits increased by 4.0% year-over-year, significantly lower than the 8.6% growth in total liabilities, indicating a slow recovery of general deposits and regulatory impacts on interbank deposits [3]. Net Interest Margin and Cost of Liabilities - The net interest margin for Q1 2025 was 1.33%, down 9 basis points from 2024 [4]. - The yield on interest-earning assets decreased by 37 basis points to 2.77%, while the cost of interest-bearing liabilities fell by 28 basis points to 1.63% [4]. Non-Interest Income and Asset Quality - Net fee and commission income declined by 1.2% year-over-year, but the rate of decline has narrowed, possibly due to a recovery in the capital market [4]. - The non-performing loan balance increased by 15.9 billion yuan to 395.4 billion yuan, with a non-performing loan ratio of 1.33%, indicating stable asset quality [4]. Profit Forecast and Valuation - The bank is expected to maintain its leading role among state-owned banks, with projected net profit growth of 0.94%, 2.67%, and 3.49% for 2025-2027 [5]. - The book value per share (BPS) is forecasted to be 11.38 yuan, 12.60 yuan, and 14.25 yuan for the respective years [5].

Group 1 - Goldman Sachs significantly lowered the US Q1 GDP growth forecast to -0.8% due to an unexpected widening of the trade deficit in March, driven by increased consumer goods imports [1] - Morgan Stanley highlighted that uncertainty surrounding tariff policies and questions regarding the independence of the Federal Reserve may lead foreign investors to reduce their investments in the US [2] - Pantheon Macroeconomics indicated that the uncertainty from tariffs will limit any significant rebound in the French economy, projecting stagnation for the remainder of the year [3] Group 2 - ING reported that the euro has lost its status as a preferred alternative to the dollar, with most G10 currencies performing better than the euro recently [4] - ING also noted that news of potential reductions in auto tariffs by the Trump administration helped the dollar recover some of its recent losses [5] - Capital Economics stated that the impact of tariffs on the Eurozone economy is expected to intensify, with the economic sentiment index dropping from 95.2 to 93.6 in April [6] Group 3 - Deutsche Bank suggested that the European Central Bank should act more decisively to address increasing supply shocks and rising inflation [8] - Tianfeng Securities projected that the aerospace engine sector may stabilize and recover, with a significant portion of military electronic stocks held by active funds [9] - CITIC Securities reported that the implementation of new tax refund policies for departing travelers could boost domestic consumption, estimating a potential market space of nearly 100 billion [10]

Core Viewpoint - The company reported a net profit of -29.71 million yuan for the year 2024, with a negative retained earnings of -544.60 million yuan, leading to a decision not to distribute profits for the year [4]. Group 1: Company Overview - The company engages in various financial services including securities brokerage, investment banking, proprietary trading, research, asset management, private fund management, alternative investments, and overseas operations [5][8]. - The securities brokerage business involves accepting client orders for buying and selling securities, providing margin financing, and other related services [5]. - The investment banking segment offers services such as stock underwriting, bond issuance, asset restructuring, mergers and acquisitions, and financial advisory [5]. Group 2: Financial Performance - As of the end of the reporting period, the company's total assets amounted to 97.90 billion yuan, a decrease of 1.66% year-on-year [10]. - The equity attributable to shareholders was 23.42 billion yuan, down 0.95% compared to the previous year [10]. - The company's operating revenue for the period was 2.70 billion yuan, reflecting a year-on-year decline of 21.21% [10]. Group 3: Board Decisions - The board of directors approved the annual report and various other reports, including the independent director's performance report and the internal control audit report [11][16][30]. - The board also approved the proposal for no profit distribution for the year 2024 due to negative retained earnings [30].

Group 1 - The company plans to submit the proposal for the 2024 annual shareholder meeting for approval [1][11][25] - The board approved the proposal to extend the validity period of the resolution for issuing A-shares to specific targets [3][5][79] - The company will not distribute profits for the 2024 fiscal year due to a net loss of 29.71 million yuan [27][30][31] Group 2 - The company confirmed the daily related transactions for 2024 and estimated transactions for 2025, which require shareholder approval [15][16][54] - The company’s major shareholder, Hubei Hongtai Group, holds 15.22% of the shares, with a total of 24% when combined with its concerted actions [18][19] - The company’s independent directors have expressed agreement with the proposals regarding the issuance of A-shares [82]

文/梧桐数据中心 榜单前三名： 随着4月25日众捷汽车（301560）在创业板上市，2025年1-4月A股合计新上市公司37家，其中沪市主板8家、科创板5家、深市主板5家、创业板16家、北交所3家。 相较去年同期的35家，同比增长5.71%。这37家新上市公司募资净额为219.58亿元，相较去年同期的237.06亿元，同比下降7.37%。 一、保荐机构业绩排名 2025年1-4月，共有22家保荐机构承担了这37家新上市公司的IPO上市业务。 第一名：国泰海通（5单）（注：国泰君安与海通证券合并计算，其中海通证券有3单，国泰君安有2单） 第二名：华泰联合（4单）、中信证券（4单） | 排名 | 保存机构 | 业务更数 | | --- | --- | --- | | | 国泰海通 | 5 | | | 华泰联合 | 4 | | 2 ● | > 中信证券 | | | --- | --- | --- | | 40 | | | | 5 | UIVVV 东兴证券 | | | 5 | 申万宏源 | 2 | | 5 | 天风证券 | 2 | | 8 | 华安证券 | 1 | | 8 | 东方证券 | 1 | | 8 | 光大证 ...

天风证券（601162）指出，2025Q1主动型基金前十大军工股持有流入总市值绝对值的前十中，军工电 子板块标的占80%。过去三年军工电子板块较其他军工子板块超跌较多，在长尾效应下周期反弹锐度或 将凸显，板块景气度修复时或成为先选，军工电子持仓占比有望持续提升。2025Q1航空发动机产业相 关标的在主动型基金前十大军工股持有流出总市值占公司总市值前十中占比30%，我们认为，航发产业 或受制于2025年周期相对底部的影响，伴随国产商发持续加速，新型号装备型号持续成熟，航发子板块 有望企稳修复。(第一财经) ...