天风证券股份有限公司 2025 年第六次临时股东会 会 议 资 料 二〇二五年十二月十二日 1 境外市场发行债券的议案 2025 年第六次临时股东会会议资料 2025 年第六次临时股东会会议资料 关于公司、天风国际及/或天风国际附属公司在 目 录 一、关于公司、天风国际及/或天风国际附属公司在境外市场 发行债券的议案 ................................... 3 二、关于授权公司、天风国际或其附属公司在境外市场发行 债券相关事宜的议案 ............................... 7 2 2、发行规模 天风证券股份有限公司（以下简称"公司"）为拓宽公司 融资渠道，保障公司合并范围内存续债务的正常兑付、提升子 公司天风国际证券集团有限公司（以下简称"天风国际"）境 外融资能力，依据《中华人民共和国公司法》《中华人民共和 国证券法》《外汇管理条例》《企业中长期外债审核登记管理 办法》等法律、法规和规范性文件以及公司现行有效的章程， 公司、天风国际及/或天风国际附属公司拟在境外市场发行债 券或票据（以下简称"本次境外债券"）。 （一）本次境外债券发行方案 1、债券性质 ...

证券代码：601162 证券简称：天风证券 公告编号：2025-071号 天风证券股份有限公司 第四届董事会第五十七次会议决议公告 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。 天风证券股份有限公司（以下简称"公司"）第四届董事会第五十七次会议 于2025年11月7日向全体董事发出书面通知，于2025年11月26日以通讯方式完成 表决并形成会议决议，会议应参与表决董事12名，实际参与表决董事12名。会议 的召集、召开符合《中华人民共和国公司法》等有关法律法规及《公司章程》的 规定。本次会议审议并通过以下议案： 一、审议通过《关于公司、天风国际及/或天风国际附属公司在境外市场发 行债券的议案》 为拓宽公司融资渠道，保障天风证券合并范围内存续债务的正常兑付、提升 子公司天风国际证券集团有限公司（以下简称"天风国际"）境外融资能力，依 据《中华人民共和国公司法》《中华人民共和国证券法》《外汇管理条例》《企 业中长期外债审核登记管理办法》等法律、法规和规范性文件以及公司现行有效 的章程，公司、天风国际及/或天风国际附属公司拟在境外市 ...

Group 1 - The core point of the article is that Tianfeng Securities plans to issue offshore bonds totaling no more than $960 million [1] Group 2 - The issuance of these bonds is part of Tianfeng Securities' strategy to raise capital in international markets [1] - The company aims to enhance its financial flexibility and support its business expansion through this bond issuance [1] - This move reflects the growing trend among Chinese financial institutions to tap into overseas funding sources [1]

Core Viewpoint - The petrochemical industry is at a significant turning point driven by policies aimed at "controlling growth and reducing inventory" [1][2] Group 1: Policy Implications - The "controlling growth" strategy is central to the long-term improvement of the industry, as outlined in the "Petrochemical and Chemical Industry Stabilization Growth Work Plan," which emphasizes scientific regulation of major project construction and strict control of new refining capacity [2] - The "reducing inventory" approach focuses on addressing current contradictions, with safety, environmental protection, and energy efficiency being key policy drivers [2] Group 2: Industry Cycle and Capacity - The industry is nearing the end of its production cycle, with significant slowdowns in capacity growth expected by 2026 for most products [1][4] - Despite high operating rates, the industry has not experienced severe oversupply, with average capacity growth for various petrochemical products exceeding 10% per year from 2019 to 2025 [3] Group 3: Future Outlook - By 2026, the production growth rate of most petrochemical products is expected to decline significantly, leading to improved capacity utilization in sectors like PX, polyester filament, methanol, and acetic acid [4] - The industry is anticipated to transition from localized recovery to comprehensive improvement between 2027 and 2028, supported by high entry barriers and reduced new capacity growth [4] Group 4: Profitability and Investment Recommendations - The PX industry chain is projected to provide significant profit elasticity for refining companies in 2026, driven by supply-demand imbalances and external factors such as sanctions and refinery attacks affecting oil exports [5] - Recommended stocks include Hengli Petrochemical, Rongsheng Petrochemical, Hengyi Petrochemical, Dongfang Shenghong, and Sinopec, with a suggestion to pay attention to Huajin Co [5]

Group 1 - The core viewpoint of Tianfeng Securities is a strong outlook on investment opportunities in the AI computing power industry chain, particularly through 2026, with ongoing developments in both China and the US in AI and inference [1] - The report emphasizes the importance of monitoring AI industry dynamics and investment opportunities in AI applications, particularly in the "AI + overseas + satellite" sectors, highlighting key areas such as optical modules, liquid cooling, and domestic computing power lines [1] - The communication industry index has seen a significant increase of 55.58% as of November 14, 2025, ranking second among 31 industries, with institutional holdings in the communication sector rising to 7.14% in Q3 2025, an increase of 3.16 percentage points from Q2 2025 [1] Group 2 - The GB300 is expected to start significant volume production in the fourth quarter, which will drive the adoption of 1.6T optical modules, with silicon photonics expected to play a crucial role in the future development of optical modules due to its high integration, performance, and cost-effectiveness [2] - According to IDC, the data center switch market is the only product category in the global network market projected to experience positive growth in 2024, with China's switch market expected to grow by 5.9% year-on-year, and data center switches specifically projected to grow by 23.3% [3] - The revenue from 200G/400G devices in data center switches is expected to increase by 132.0% year-on-year, with port shipments rising by 166.5%, driven by AI-generated content (AIGC) [3]

Core Viewpoint - The investment theme in the home appliance industry for 2026 is clear, focusing on seeking certainty amid uncertainty, identifying high growth in emerging categories, and seizing opportunities in a reshaped market landscape [1] Group 1: Market Performance - In the period from January to November 2025, the Shenwan home appliance industry index rose by 8%, with significant structural differentiation within the sector [2] - The home appliance components sector saw a remarkable increase of 62%, indicating a high premium on its growth logic [2] Group 2: White Goods - Domestic sales of white goods experienced a peak followed by a decline, influenced by national subsidies, with high base pressure expected in the second half of 2025 and the first half of 2026 [3] - Exports of white goods significantly slowed down from the second quarter of 2025 due to tariff uncertainties and high inventory levels after a rush to export [3] - With the expectation of U.S. Federal Reserve interest rate cuts and the overseas capacity layout of leading companies like Midea and Haier, white goods exports are anticipated to improve [3] Group 3: Black Goods - The global black goods market is undergoing a reshaping trend characterized by "Chinese brands advancing while Korean brands retreating," with companies like Hisense and TCL enhancing their market share through Mini LED technology upgrades and global capacity layouts [4] - The focus of competition is shifting towards technology, cost, and operational efficiency as the panel cycle weakens, allowing Chinese brands to capture more market space [4] Group 4: Emerging Categories - The global market for robotic vacuum cleaners is experiencing simultaneous growth in volume and price, although high price points are suppressing rapid penetration [5] - The competition in the robotic vacuum cleaner segment is expected to shift towards cost-effective products in 2026, with attention needed on the impact of subsidy reductions [5] - The smart lawn mower segment is seeing rapid penetration driven by mainstream technology routes, with Chinese brands like Ecovacs and Roborock leading in online market share [5] - The home NAS market has significant potential, with estimated sales growth capacity of about five times [5] Group 5: Investment Recommendations - Recommended stocks include major appliances such as Haier and Midea, small appliances like Roborock and Ecovacs, black goods like Hisense and TCL, and other appliances such as Shield Environment and Dechang [6]

Core Viewpoint - The report from Tianfeng Securities indicates that the bottom of the A-share profit cycle may have been reached, with a significant probability of profit indicators rebounding by the third quarter of 2025, suggesting a gradual improvement in A-share profitability [1] Summary by Category Profit Growth Projections - For the years 2025 and 2026, the overall revenue growth rates for all A-shares are projected to be 4.78% and 10.98% respectively, while the net profit growth rates attributable to the parent company are expected to be 10.70% and 17.94% [1] Sector Performance - It is anticipated that all sectors will likely see a significant rebound in revenue by 2026, with growth rates expected to expand compared to 2025. The TMT (Technology, Media, and Telecommunications) and consumer sectors are expected to show more resilience in growth, while public utilities and transportation sectors are facing greater performance pressures [1] Upstream Cycle Insights - In the upstream cycle, the revenue growth in 2025 is expected to be driven solely by the non-ferrous metals and basic chemicals sectors. However, it is projected that the net profit growth attributable to the parent company will turn positive in 2026 after being negative [1]

Core Viewpoint - The report from Tianfeng Securities indicates that the bottom of the A-share profit cycle may have been reached, with a significant probability of profit indicators rebounding by the third quarter of 2025, suggesting a gradual improvement in A-share profitability [1] Group 1: Profit Growth Projections - For the overall A-share market, the expected revenue growth rates for 2025 and 2026 are 4.78% and 10.98%, respectively [1] - The projected growth rates for net profit attributable to shareholders for 2025 and 2026 are 10.70% and 17.94%, respectively [1] Group 2: Sector-Specific Insights - It is anticipated that all sectors will likely see a significant rebound in revenue growth by 2026, with growth rates expected to expand compared to 2025 [1] - The TMT (Technology, Media, and Telecommunications) and consumer sectors are expected to exhibit more resilience in growth rates, while the public utilities and transportation sectors are facing greater performance pressures [1] Group 3: Upstream Cycle Outlook - In the upstream cycle, the revenue growth for 2025 is expected to be driven solely by the non-ferrous metals and basic chemicals sectors [1] - However, it is projected that the net profit growth for 2026 will turn positive after being negative [1]

Group 1 - Huatai Securities suggests focusing on high-dividend energy leaders with production expansion and cost reduction capabilities, as well as incremental natural gas business [1] - OPEC+ is expected to achieve a new round of cooperation to balance the market after sacrificing prices for market share, with Brent oil price support anticipated around $60 per barrel [1] - The release of supply from South America and the acceleration of global energy transition are factors that may support oil prices before significant changes occur [1] Group 2 - Tianfeng Securities indicates that the recent adjustment in A-shares is a consolidation phase for a bull market, with a focus on the recovery of trading activity [2] - Trading activity has decreased from a high of 12% in October to around 10%, with expectations of a subsequent decline in financing balance [2] - The report emphasizes the importance of monitoring trading activity for signs of a bottom confirmation in the coming month [2] Group 3 - China Galaxy Securities highlights potential reallocation opportunities in the Hong Kong technology sector, influenced by investor sentiment regarding Federal Reserve interest rate cuts and geopolitical tensions [3] - The report suggests that investors may shift towards dividend stocks for defensive strategies due to significant market risk preference fluctuations [3] - Concerns over the AI bubble are diminishing, presenting a renewed opportunity for investment in the technology sector following recent market corrections [3]

Core Viewpoint - The recent adjustment in A-shares is seen as a consolidation phase for a bullish market, with a focus on the recovery of trading activity in the future [1] Group 1: Market Trends - The market has experienced a rotation since November, moving through different phases including mainline trends, large-cap value, and sentiment indices/micro-boards [1] - Trading activity has decreased from a high of 12% in October to around 10% recently, indicating a potential decline in financing balance [1] Group 2: Future Outlook - Based on past experiences from December 2024 to January 2025 and March to April 2025, a decline in trading activity typically precedes a drop in financing balance [1] - The next month may be a consolidation period, with attention on confirming the bottom of trading activity [1] Group 3: Industry Recommendations - The third phase of the "Saidian 2.0" initiative is expected to face challenges, and fluctuations are likely [1] - Emphasis is placed on the importance of the Hang Seng Internet sector [1]