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 / Fax: (8621) 61060890 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年第五次临时股东会的 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11月 17日召开的 2025年第五次临时股东会(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章程》(以下简称"《公司章程》")的规定,就本 ...

Market Overview - On November 17, the Hubei state-owned enterprise reform sector rose by 0.16% compared to the previous trading day, with Hubei Broadcasting leading the gains [1] - The Shanghai Composite Index closed at 3972.03, down 0.46%, while the Shenzhen Component Index closed at 13202.0, down 0.11% [1] Stock Performance - Hubei Broadcasting (000665) closed at 7.21, up 10.08% with a trading volume of 610,200 shares and a turnover of 432 million yuan [1] - Other notable performers included: - Hu塑控股 (000509) at 3.94, up 3.41% [1] - 理工光科 (300557) at 29.33, up 1.49% [1] - 武汉控股 (600168) at 5.56, up 1.46% [1] - 双环科技 (000707) at 6.90, up 0.73% [1] Capital Flow - The Hubei state-owned enterprise reform sector experienced a net outflow of 53.85 million yuan from institutional investors, while retail investors saw a net inflow of 93.36 million yuan [2] - The capital flow for individual stocks showed: - Hubei Broadcasting had a net inflow of 15 million yuan from institutional investors but a net outflow of 73.86 million yuan from retail investors [3] - Hu塑控股 had a net inflow of 15.06 million yuan from institutional investors [3] - Other stocks like 理工光科 and 武汉控股 also showed mixed capital flows [3]

Core Insights - Tianfeng Securities has demonstrated significant growth and development in serving the real economy and national strategies, particularly in Hubei province [1][4][6] Group 1: Financial Performance - In the first three quarters of 2025, Tianfeng Securities achieved revenue of 2.112 billion yuan, a year-on-year increase of 57.53% [6][7] - The company reported a net profit attributable to shareholders of 153 million yuan, marking a turnaround from losses in the previous year [6][7] - As of October 2025, Tianfeng Securities' total market capitalization reached 59.23 billion yuan, an increase of 27.57 billion yuan since March 2023, moving from 16th to 5th in market capitalization among listed companies in Hubei [1] Group 2: Strategic Developments - Tianfeng Securities has facilitated nearly 930 billion yuan in financing for the real economy over the past three years, with approximately 120 billion yuan directed towards Hubei enterprises [1][3] - The company has played a crucial role in the IPO of He Yuan Biotechnology, which saw its market value grow from 60 million yuan to over 30 billion yuan, a more than 500-fold increase [2] - The acquisition of controlling stakes by Hubei Hongtai Group has transformed Tianfeng Securities into a state-owned enterprise, enhancing its resource support and strategic direction [5][6] Group 3: Market Position and Initiatives - Tianfeng Securities has been involved in significant projects, including the issuance of the first special bonds for new-generation information technology and aerospace technology [3] - The company has established itself as a key player in the capital market, assisting various enterprises in listing on multiple exchanges, including the Science and Technology Innovation Board and the Growth Enterprise Market [3][4] - The firm is actively pursuing a "second entrepreneurship" initiative, focusing on enhancing its investment banking capabilities and expanding its service offerings to local economies [7]

民爆行业需求支撑坚实 竞争格局向产业链协同转型 在谈及"民爆行业未来发展趋势"时，公司指出，下游矿山行业正加速智能化、绿色化转型升级，"十五 五"期间国内煤炭、铁矿、铜矿等主要矿种开采量预计稳中有升，为民爆行业提供长期需求支撑。同 时，矿山开发呈现集约化、深部化发展特征，对民爆产品性能及爆破技术提出更高要求。 公司认为，行业竞争格局已从传统产能竞争转向产业链协同与海外布局，未来民爆企业需加快国际化步 伐，通过技术创新与产业链整合提升竞争力。 核心调研内容解读 新疆煤炭产量稳健增长 公司区域项目贡献显著 针对"三季度新疆地区煤炭产量趋势"的提问，公司表示，根据国家统计局数据，2025年1-9月全国原煤 累计产量35.70亿吨，同比增长2.0%；其中新疆地区累计原煤产量4.01亿吨，占全国总产量的11.22%， 同比增长4.1%，增速持续领先国内主要产煤省份。尽管7-9月新疆煤炭产量受超产核查等政策性因素影 响同比小幅下降，但整体仍保持稳定增长态势。 公司同时透露，前三季度其在新疆区域承接的矿山施工总承包项目业务量连创新高，为公司稳增长提供 了坚实保障。后续公司将持续加强与业主方沟通协调，动态调配履约资源，全力保 ...

Group 1 - The core viewpoint of the article highlights the significant growth and strategic developments of Tianfeng Securities, particularly in relation to its support for He Yuan Bio's IPO and its new status as a controlled entity under Hubei Hongtai Group [1][3]. - He Yuan Bio, a star enterprise in innovative "rice blood-making" technology, has seen its market value increase from 60 million to over 30 billion, a growth of more than 500 times over 15 years, with Tianfeng Securities playing a crucial role in its investment journey [1]. - In 2023, Hubei Hongtai Group became the controlling shareholder of Tianfeng Securities, filling a gap in provincial state-owned capital controlling brokerages and enhancing local financial stability [1][3]. Group 2 - For the first nine months of this year, Tianfeng Securities achieved a total operating income of 2.112 billion, a year-on-year increase of 57.53%, and a net profit attributable to shareholders of 153 million, marking a turnaround from losses [3]. - As of the end of October 2023, Tianfeng Securities' total market value reached 59.23 billion, an increase of 27.57 billion since Hubei Hongtai Group took control in March 2023, elevating its market ranking among A-share listed companies from 16th to 5th [3]. - Tianfeng Securities has actively supported local economic development by facilitating financing of nearly 930 billion over the past three years, including approximately 120 billion for Hubei enterprises [3]. Group 3 - A signing ceremony was held at the conference, where Tianfeng Securities signed cooperation agreements with 22 banking institutions, including major banks like the Export-Import Bank and Agricultural Bank, to enhance collaboration in supporting local economic development [4].

Group 1 - Company has been steadily expanding for thirty years, establishing a more complete industrial chain, and is currently the world's largest paper production group and a leader in the integrated pulp and paper industry [1] - The company was founded in 1995 and is headquartered in Dongguan, Guangdong Province, China, with a current design capacity of over 23 million tons of paper [1] - The company has achieved a compound annual growth rate (CAGR) of 7% in revenue over the past ten years, with projected revenue of 63.24 billion in FY2025, representing a year-on-year increase of 6.3% [2] Group 2 - The demand for corrugated box paper is expected to remain stable, with consumption projected at 35.82 million tons in 2024, reflecting a CAGR of 8.3% over the past five years [3] - The industry has returned to a capacity expansion cycle since 2022, with supply-demand imbalances leading to short-term price pressures, but the situation is expected to improve as smaller capacities exit the market [3] - The company has been expanding its production capacity, with a design capacity nearing 29 million tons by June 30, 2025, and a CAGR of 9% in new paper production capacity from FY2022 to FY2025 [4] Group 3 - The company is focusing on the integrated development of pulp and paper, with significant results in its industrial chain layout, including plans for 700,000 tons of recycled pulp capacity and over 2 million tons of wood pulp capacity by the end of FY2025 [4] - The company is diversifying its product structure by expanding high-end products such as high-grade kraft paper and white cardboard, leading to a noticeable decrease in per-ton paper costs [4] - The company aims to achieve a self-sufficiency rate of 1.02 million tons of raw materials by 2027, which will help minimize waste paper procurement costs and ensure stable production quality [4]

Group 1 - The company, Jiu Long Paper, is expected to achieve net profits of 3.12 billion, 3.49 billion, and 3.84 billion CNY for FY26-28, with corresponding PE ratios of 8.6X, 7.7X, and 7.0X [1] - The company has been steadily expanding for thirty years, evolving from a packaging-focused business to a comprehensive pulp and paper industry chain [1] - The company’s revenue has shown a compound annual growth rate (CAGR) of 7% over the past decade, with projected revenue of 63.24 billion CNY for FY25, reflecting a year-on-year increase of 6.3% [1] Group 2 - The demand for corrugated box paper is expected to grow, with consumption projected at 35.82 million tons and 34.07 million tons for box paper and corrugated paper respectively in 2024, supported by a CAGR of 8.3% and 7.5% over the past five years [2] - The industry has returned to a capacity expansion cycle since 2022, with increased imports due to waste bans and zero tariff policies, leading to temporary price pressures [2] - The Guangdong Paper Association has initiated an "anti-involution" campaign to resist low-price competition and optimize capacity structure, indicating a positive shift in industry direction [2] Group 3 - The company has been expanding its production capacity even during industry downturns, with a design capacity nearing 29 million tons by June 30, 2025, and a CAGR of 9% for new paper production capacity from FY2022 to FY2025 [3] - The company is focusing on high-end products such as high-grade kraft paper and white cardboard, leading to a noticeable decrease in per-ton production costs [3] - The company aims to achieve a self-sufficiency rate of 1.02 million tons in raw materials by 2027, which will help reduce waste paper procurement costs and ensure stable production quality [3]

Group 1 - Tianfeng Securities has made strategic investments in He Yuan Bio, participating in both angel round and Pre-IPO funding, showcasing its foresight in the investment landscape [1] - In 2023, Hubei Hongtai Group became the controlling shareholder of Tianfeng Securities, filling a gap in provincial state-owned capital controlling brokerages and enhancing local financial stability [1] - From January to September 2023, Tianfeng Securities achieved a revenue of 2.112 billion yuan, a year-on-year increase of 57.53%, and a net profit of 153 million yuan, marking a turnaround from losses [1] - As of October 2023, Tianfeng Securities' total market value reached 59.23 billion yuan, an increase of 27.57 billion yuan since March 2023, elevating its market ranking among A-share listed companies in Hubei from 16th to 5th [1] Group 2 - Tianfeng Securities has actively supported local enterprises, facilitating the listing of companies such as Xingfu Electronics and Zhongjie Automotive on various stock exchanges, and completing significant bond projects in new generation information technology and aerospace technology [2] - Over the past three years, Tianfeng Securities has helped raise nearly 930 billion yuan for the real economy, with approximately 120 billion yuan specifically for Hubei enterprises [2] - A signing ceremony was held to establish cooperation agreements between Tianfeng Securities and 22 banking institutions, emphasizing the collaboration between banks and securities firms to support local economic development [2]

Group 1 - He Yuan Bio, a star enterprise innovating "rice blood-making" technology, recently listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board, with its market value increasing from 60 million to over 30 billion, a growth of over 500 times [2] - Tianfeng Securities has been a significant capital force accompanying He Yuan Bio for 15 years, participating in its angel round investment and later in its Pre-IPO round investment [2] - In 2023, Hubei Hongtai Group became the controlling shareholder of Tianfeng Securities, filling the gap of provincial state-owned capital controlling a brokerage and stabilizing local finance [2] Group 2 - In the first nine months of 2025, Tianfeng Securities achieved a total operating income of 2.112 billion, a year-on-year increase of 57.53%, and a net profit attributable to shareholders of 153 million, turning from loss to profit [3] - As of the end of October 2023, Tianfeng Securities' total market value reached 59.23 billion, an increase of 27.57 billion since Hubei Hongtai Group became the controlling shareholder [3] - Tianfeng Securities has facilitated nearly 930 billion in financing for the real economy over the past three years, with around 120 billion for Hubei enterprises [3]

Group 1 - He Yuan Bio, a star company innovating in "rice blood-making" technology, recently went public on the Shanghai Stock Exchange's Sci-Tech Innovation Board, with its market value increasing from 60 million to over 30 billion, a growth of over 500 times over 15 years [1] - Tianfeng Securities has been a significant capital force behind He Yuan Bio, participating in its angel round investment in 2010 and further investing in its Pre-IPO round in 2022, demonstrating long-term support [3] - In 2023, Hubei Hongtai Group became the controlling shareholder of Tianfeng Securities, filling a gap in provincial state-owned capital controlling brokerages and stabilizing local finance [3] Group 2 - Tianfeng Securities reported a cumulative operating income of 2.112 billion yuan from January to September 2023, a year-on-year increase of 57.53%, and achieved a net profit of 153 million yuan, marking a turnaround from losses [3] - The total market value of Tianfeng Securities reached 59.23 billion yuan by the end of October 2023, an increase of 27.57 billion yuan since Hubei Hongtai Group took control in March 2023, moving its market ranking from 16th to 5th among A-share listed companies in Hubei [3] - Tianfeng Securities has facilitated nearly 930 billion yuan in financing for the real economy over the past three years, with approximately 120 billion yuan directed towards Hubei enterprises [4]