根据《中华人民共和国公司法》《中华人民共和国证券法》（以下统称"有关 法律"）及《国泰海通证券股份有限公司章程》（以下称"公司章程"）的规定， 本所作为国泰海通证券股份有限公司（以下称"公司"）的法律顾问，应公司的 要求，指派律师列席公司于 2025 年 12 月 29 日召开的 2025 年第二次临时股东会 （以下称"本次会议"），对本次会议召开的合法性进行见证，并依法出具本法律 意见书。 在本法律意见书中，本所律师仅对本次会议召集和召开的程序、表决程序及 出席本次会议现场会议的股东或股东代理人资格、召集人的资格是否符合有关法 律和公司章程的规定，以及本次会议审议的议案表决结果是否有效发表意见，并 不对本次会议所审议的议案内容以及议案所表述的事实或数据的真实性、准确性、 合法性发表意见。本所律师假定公司提交给本所律师的资料（包括但不限于有关 人员的居民身份证、授权委托书、企业法人营业执照等）真实、完整，资料上的 签字和/或印章均是真实的，资料的副本或复印件均与正本或者原件一致。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，对与 出具本法律意见书有关的资料和事实进行了核查和验证，现发表法律意 ...

Core Viewpoint - 2025 is a pivotal year for the Chinese securities industry, focusing on deepening functional positioning and high-quality development, with an emphasis on mergers and acquisitions, international expansion, and technological innovation [2][4]. Group 1: Industry Development Strategy - The industry development strategy is projected in two dimensions: internally, to create a first-class investment bank through mergers and acquisitions; externally, to recommend the value of Chinese assets to global markets [2]. - High-quality development is the main theme, requiring securities firms to act as both market participants and builders, as well as to become "boosters" of technological innovation and "guardians" of residents' wealth [2]. Group 2: Mergers and Acquisitions - 2025 marks a critical year for mergers and acquisitions in the Chinese securities industry, with major firms merging and smaller institutions seeking transformation [4]. - Notable mergers include the formation of "Guotai Haitong Securities" from Guotai Junan and Haitong Securities, and the merger of Guolian Securities and Minsheng Securities, which has significantly improved their profitability rankings [4][5]. - The merger wave is reshaping the competitive landscape, with the top firms now dominating profit rankings [4]. Group 3: Classification Evaluation - The classification evaluation of securities firms is undergoing significant revisions in 2025, emphasizing the need for firms to enhance their functional roles and professional capabilities [6]. - New regulations remove the revenue bonus while increasing the emphasis on return on equity (ROE), guiding firms to focus on operational efficiency rather than mere scale [6][7]. Group 4: Margin Trading and Financing - The margin trading market is heating up, with a record balance of 2.54 trillion yuan, reflecting a 36.6% increase from the beginning of the year [9]. - Competition among firms has intensified, with some lowering financing rates below 4% to attract clients, indicating a shift towards long-term client retention strategies [9][10]. Group 5: Investment Banking and Technology - The securities industry is adapting to the "hard technology" era, with reforms aimed at providing more inclusive financing paths for tech companies [11]. - Firms are establishing research institutes focused on emerging industries and enhancing their service capabilities through collaboration and talent development [13]. Group 6: AI Integration - The adoption of AI technologies is rapidly transforming the securities industry, with firms implementing AI across various business functions, significantly improving efficiency [15]. - The shift towards AI-driven services is seen as a critical factor in maintaining competitive advantage, with some firms fully committing to AI integration [15]. Group 7: Internationalization - Chinese securities firms are deepening their internationalization efforts, expanding their service offerings beyond traditional roles to include cross-border wealth management and derivatives trading [17]. - The internationalization process is driven by both market demand and strategic goals, positioning firms as key players in the global market [17][18]. Group 8: Asset Management Transformation - The public offering process for asset management is reaching a turning point, with firms reassessing their roles in the broader asset management landscape [19]. - The transition of collective investment products is a priority, with many firms adapting to regulatory changes and focusing on private equity and other specialized products [20][21]. Group 9: Capital Space Optimization - Regulatory changes are encouraging firms to optimize capital management, with a focus on enhancing capital utilization efficiency [25]. - The average leverage ratio of listed securities firms is currently at 3.45 times, indicating room for improvement compared to other financial institutions [25]. Group 10: Name Changes Reflecting Strategic Shifts - A wave of name changes among securities firms signals strategic realignments and resource restructuring following mergers and acquisitions [26]. - The name changes often reflect deeper integration and new strategic directions, indicating a shift in focus and operational capabilities [26][28].

格隆汇12月29日｜国信证券研报指出，大型券商合并，缔造行业新巨头。国泰海通合并前，国泰君安业 绩稳健增长，而海通证券因境外资产减值等因素短期承压，整合实现了优势互补。截至2025年三季度 末，合并后公司总资产突破2.01万亿元，净资产达3,389亿元，均位居行业首位，资本实力极为雄厚。基 于股市景气度、公司市占率等关键假设，预计公司2025-2027年营业收入增速分别为36.0%、12.4%、 11.4%，归母净利润增速分别为95.0%、-3.3%、12.1%。若剔除一次性影响，核心业务盈利增长依然稳 健。按照分部估值法对公司进行估值，估算公司合理总市值应在3,400-5,433亿元区间，对应股价区间为 19.30-30.82元/股。综合考虑公司的行业地位、战略规划、业务优势和资本实力，给予公司"优于大市"评 级。 MACD金叉信号形成，这些股涨势不错！ ...

Core Viewpoint - 2025 is a pivotal year for the Chinese securities industry, focusing on deepening functional positioning and high-quality development, with an emphasis on mergers and acquisitions, international expansion, and technological innovation, particularly through AI applications [1][2]. Mergers and Acquisitions - The year marks a critical phase for mergers and acquisitions in the securities industry, with major firms like Guotai Junan and Haitong Securities merging to form Guotai Haitong Securities, and other significant consolidations such as Guolian Securities and Minsheng Securities [3][4]. - The competitive landscape is shifting, with Guotai Haitong leading in net profit, and Guolian Minsheng's ranking improving significantly from around 40th to the top 20 [3]. - New merger cases are emerging, such as CICC's plan to merge with Xinda Securities and Dongxing Securities, potentially creating a new entity with over 1 trillion yuan in total assets [3]. Industry Integration Logic - Two main integration strategies are evident: resource consolidation under the same actual controller and market-driven mergers aimed at enhancing national influence [4]. - Analysts suggest that resource integration may become the most important way for securities firms to quickly enhance scale and comprehensive strength [4]. Classification Evaluation Reform - A significant revision of the classification evaluation for securities firms is underway, emphasizing the need for firms to enhance their functional roles and professional capabilities [5][6]. - The new regulations aim to shift focus from revenue expansion to improving operational efficiency and professional skills, thereby enhancing overall industry competitiveness [5]. Margin Trading Market - The margin trading market is heating up, with a record balance of 2.54 trillion yuan, reflecting a 36.6% increase from the beginning of the year [7]. - Several firms have raised their margin trading limits, and a price war on interest rates has begun, with some firms offering rates below 4% [8][9]. Investment Banking and Technology - The securities industry is adapting to a new era of "hard technology," with reforms aimed at providing more inclusive financing paths for tech companies [10][11]. - Securities firms are establishing research institutes focused on emerging industries and enhancing their service capabilities through collaboration and talent development [11]. AI Integration - The adoption of AI technologies is rapidly transforming the industry, with applications expanding across various business functions, significantly improving efficiency [12][13]. - Firms are moving towards an "AI-native" model, enhancing client engagement and operational management through AI tools [12]. Internationalization of Securities Firms - The internationalization of Chinese securities firms is accelerating, with a focus on comprehensive service capabilities and participation in global market competition [14][15]. - This trend is driven by the growing demand for cross-border services and the strategic goal of building first-class investment banks [14]. Asset Management Transformation - The public offering process for asset management is at a turning point, with firms reassessing their positioning in the broader asset management landscape [16][17]. - The industry is witnessing a decline in the rush for public fund licenses, with many firms withdrawing applications, indicating a shift in focus towards existing business optimization [16]. Impact of Fund Fee Reforms - The implementation of public fund fee reforms is pushing securities firms to enhance their research and wealth management capabilities, with a notable decline in commission revenues [18]. - Firms are transitioning towards a buyer advisory model, focusing on asset management and providing comprehensive solutions rather than merely selling products [18]. Regulatory Environment - Regulatory signals indicate a potential easing of capital requirements for high-quality institutions, aimed at improving capital utilization efficiency [19]. - Analysts suggest that enhancing leverage and capital efficiency could drive growth in high-value capital-intensive businesses [19]. Name Changes Reflecting Strategic Shifts - A wave of name changes among securities firms signifies strategic realignments and resource restructuring following mergers and acquisitions [20][21]. - These changes reflect deeper integration and the influence of new stakeholders, indicating a shift in strategic focus and operational capabilities [20].

国泰海通主要观点如下： 收购进展持续推进，强强联合优势互补 国泰海通发布研报称，维持现代牧业(01117)"增持"评级。该行预计公司2026-27年EPS分别为0.05、0.19 元/股。公司为牧业行业龙头，受益于肉奶周期反转，给予2025年公司1.3倍P/B，对应目标价1.85港元/ 股。公司持续推进圣牧收购事宜，整合后规模效应有望进一步增强，目前周期筑底存栏加速去化，反补 贴政策落地有望加快国产替代进程。 25H1中国圣牧收入同比-3.1%至14.44亿元，其中销量同比+6.3%至37.30万吨，销售均价同比-8.9%至3.87 元/kg;奶牛存栏环比-0.09万头至14.36万头。本次收购将整合大股东蒙牛旗下上游牧场资源，进一步强化 规模效应整合完成后，公司牛群规模将超过61万头，原奶产量将超过400万吨，特色奶产量占比将从8% 提升至逾20%;公司将与中国圣牧在资源、技术、市场及管理等方面协同互补，产品及资产结构有望优 化，规模效应下采购成本有望进一步下降。 周期筑底存栏加速去化，政策落地加快国产替代 11月奶牛存栏加速去化，主因资金压力持续与后备牛补栏减少影响初现，后续补栏断档影响有望逐月体 现。近 ...

Group 1 - The core viewpoint of the report is that Cathay Pacific Haitong maintains a "buy" rating for Modern Dairy (01117), expecting EPS of 0.05 and 0.19 HKD per share for 2026 and 2027 respectively, benefiting from the reversal of the meat and milk cycle [1] - The company is progressing with the acquisition of China Shengmu, having signed an irrevocable voting proxy agreement on October 30, and plans to acquire 1.28% of shares for 37.52 million HKD, which will trigger a mandatory general offer [2] - The acquisition will integrate upstream resources from the major shareholder Mengniu, enhancing scale effects, with the total herd size expected to exceed 610,000 heads and raw milk production to surpass 4 million tons [3] Group 2 - The dairy cow inventory is accelerating its reduction due to ongoing financial pressures and a decrease in heifer restocking, with the impact expected to manifest monthly [4] - The Ministry of Commerce has announced preliminary rulings on anti-subsidy investigations against dairy products from the EU, imposing temporary anti-subsidy tax guarantees starting December 23, which is expected to accelerate domestic substitution in the dairy processing industry [4]

Core Viewpoint - Cathay Securities has initiated coverage on CloudWalk Technology, assigning a "Buy" rating with a target price of HKD 451.33, highlighting the vast potential for AI application deployment in the market [1] Company Summary - CloudWalk Technology is recognized as a veteran player in the AI voice sector, with significant growth prospects in AI applications [1] - The company is projected to achieve revenues of RMB 1.268 billion, RMB 1.943 billion, and RMB 2.659 billion for the years 2025, 2026, and 2027 respectively, reflecting year-on-year growth rates of 35%, 53%, and 37% [1] Industry Summary - According to Frost & Sullivan, the market size for AI solutions in China is expected to reach RMB 180.4 billion in 2024, with a five-year compound annual growth rate (CAGR) of 33.7%, and is projected to grow to RMB 1,174.9 billion by 2030, with a CAGR of 36.7% [1] - The recent launch of the "Shanhai Zhi Medical Model 5.0" by CloudWalk Technology represents a significant advancement in the medical AI field, featuring a dual-core product system that integrates medical text processing and multi-modal capabilities, making it one of the most comprehensive medical AI technology support systems in the industry [1]

Group 1 - The Heilongjiang Securities Regulatory Bureau issued a warning letter to Guotai Junan Heilongjiang Branch due to multiple violations in brokerage and investment banking operations this year [1] - The violations include employees engaging in unauthorized securities trading, improper handling of client accounts, and inadequate employee management [1] - The regulatory measures were taken under the Compliance Management Measures for Securities Companies and Securities Investment Fund Management Companies [1] Group 2 - Guotai Junan's Heilongjiang Branch received another regulatory penalty this month from the Shenzhen Stock Exchange for issues related to independent financial advisory services [2] - The Shenzhen Stock Exchange criticized Guotai Junan for failing to adequately verify the revenue recognition of the target company during the asset restructuring process [2] - Two project sponsors, Zhu Kaikai and Lin Zipeng, were also reprimanded for their roles in the project [2]

Investment Rating - The report suggests a "Buy" rating for the securities sector, indicating an expected increase in the industry exceeding the market by more than 15% in the next 3-6 months [42]. Core Insights - The establishment of the National Venture Capital Guidance Fund aims to inject long-term capital into technological innovation, potentially mobilizing trillions in social capital and creating a multi-layered venture capital ecosystem [38][39]. - The insurance sector is expected to benefit from a high demand for long-term care insurance, transitioning from pilot programs to a comprehensive system during the 14th Five-Year Plan period [36]. - The report highlights that listed securities firms have exceeded earnings expectations in Q3, with a projected high profit growth for the year, despite a current price-to-book (PB) ratio of 1.4, indicating a significant mismatch with performance [2]. Summary by Sections Securities Sector - The National Venture Capital Guidance Fund has been officially launched, with a 20-year duration (10 years for investment and 10 years for exit), which is significantly longer than typical equity funds, alleviating short-term exit pressures for managers [38]. - The report recommends focusing on three main lines: 1. Strongly recommend quality securities firms with valuation mismatches, particularly Guotai Junan and Haitong Securities [2]. 2. Highlighting Sichuan Shuangma's advantageous position in the technology sector and its venture capital business benefiting from gene therapy investments [2]. 3. Noting the impressive growth of diversified financial firms, suggesting attention to Jiufang Zhizhong Holdings, Yixin Group, and Far East Horizon [2]. Insurance Sector - The Ministry of Finance and the State Administration of Taxation announced new tax regulations for insurance contracts, which are expected to have no significant impact on the current profits and net assets of listed insurance companies [3]. - The report anticipates that the high prosperity of the liability side will drive a valuation switch in insurance stocks, with expectations of continued growth in the insurance sector due to strong demand for savings and pension products [4]. - The insurance sector's premium income for the first 11 months of 2025 reached CNY 57,629 billion, with a year-on-year growth of 7.6%, indicating a recovery in premium income [35].

Report Industry Investment Rating - Not provided in the content Core View of the Report - The natural rubber market is expected to follow the overall commodity market sentiment, with prices likely to experience a rapid upward movement followed by high - level consolidation in the short term. As domestic production areas enter the off - season, overseas high - yield periods continue, and port inventories may continue to accumulate, providing short - term support to the market. Attention should be paid to the inventory accumulation level and downstream holiday arrangements [107]. Summary by Relevant Catalogs Industry News - In the first 11 months of 2025, Thailand's total exports of natural rubber and mixed rubber reached 4 million tons, a year - on - year increase of 4.6%, and exports to China totaled 2.518 million tons, a year - on - year increase of 24%. In November 2025, the global natural rubber production was expected to decrease by 2.6% to 1.474 million tons, and consumption was expected to decrease by 1.4% to 1.248 million tons. In November 2025, EU passenger car sales increased by 2.1% year - on - year to 887,491 units [5][6][7]. Price Market Trends - This week, both domestic and foreign rubber prices increased significantly, with Singapore TSR20 rubber having the largest increase. On December 26, 2025, the closing prices of RU2605, NR2605, Singapore TSR20:2605, and Tokyo RSS3:2605 were 15,780 yuan/ton, 12,820 yuan/ton, 180.50 cents/kg, and 339.50 yen/kg respectively, with month - on - month increases of 3.88%, 3.47%, 3.91%, and 2.35% [10][12]. Basis and Calendar Spread - On December 26, 2025, the basis of whole milk - RU05 was - 480 yuan/ton, with a month - on - month decrease of 41.18% and a year - on - year increase of 40.37%. The 05 - 09 calendar spread was 30 yuan/ton, with a month - on - month increase of 50.00% and a year - on - year increase of 117.65% [13]. Other Spreads - The spreads of RU - NR, RU - BR, and RU - JPX RSS3 increased, while the spread of NR - SGX TSR20 decreased. The spreads of non - standard basis and light - dark color also changed. The price of substitute synthetic rubber increased due to factors such as cost support and macro expectations [19][24][27]. Fundamental Data Supply - Weather: The rainy season in southern Thailand is approaching its end, and the rainfall is decreasing; the rainy season in northeastern Thailand has passed, and the temperature is relatively low. The rainy seasons in Hainan and Yunnan in China have basically ended [43][45]. - Raw Material Prices: As the Hainan production area gradually stops tapping, the enthusiasm of factories to purchase rubber has significantly cooled. The high - yield period of overseas rubber tapping exerts pressure on supply, and Thai raw material prices are weak [47]. - Raw Material Spreads: The water - cup spread in Thailand has narrowed. The spread between the price of Hainan rubber latex entering the concentrated latex factory and that entering the whole - milk factory has also narrowed, and Yunnan has basically stopped tapping [51]. - Upstream Processing Profits: The rubber processing profits in Thailand have generally recovered [54]. - Delivery Profits: The delivery profit in Hainan has recovered, and Yunnan has basically stopped tapping, so data updates have been suspended [57]. - Exports: In November, Thailand's natural rubber exports decreased month - on - month, with a slight increase in latex exports. In October, Indonesia's natural rubber exports decreased significantly year - on - year and month - on - month. In October, Vietnam's natural rubber exports increased month - on - month, and exports to China rebounded seasonally. In November, Cote d'Ivoire's rubber exports decreased month - on - month, and exports to China decreased significantly [64][70][76]. - Imports: In November, China imported 643,600 tons of natural rubber (including mixed rubber and compound rubber), a month - on - month increase of 25.98% and a year - on - year increase of 14.76% [82]. Demand - Tire Capacity Utilization and Inventory: During the period, the capacity utilization rates of tire sample enterprises fluctuated. The inventory of tires continued to accumulate [85]. - Tire Exports and Heavy - Truck Sales: In November, heavy - truck sales increased month - on - month, and the growth rate accelerated. Passenger car sales continued to grow, but the year - on - year and month - on - month growth rates continued to decline. Tire exports recovered slightly month - on - month [88]. - Road Transport Turnover: In November, the freight turnover on roads rebounded month - on - month, while the passenger turnover decreased month - on - month [92]. Inventory - Spot Inventory: China's natural rubber inventory continued to accumulate seasonally, with a larger increase in dark - colored rubber inventory than in light - colored rubber inventory [98]. - Futures Inventory: As of December 26, 2025, the natural rubber futures inventory at the Shanghai Futures Exchange was 93,900 tons, a week - on - week increase of 7.77% [104]. This Week's View Summary - Supply: The Hainan production area is gradually stopping tapping, and overseas high - yield periods continue to put pressure on supply. In November 2025, China's natural rubber imports increased both month - on - month and year - on - year [107]. - Demand: The capacity utilization rates of tire sample enterprises fluctuated, with semi - steel tires having a slight increase and all - steel tires being dragged down by maintenance [107]. - View: The natural rubber market is expected to experience high - level consolidation after a rapid upward movement. Pay attention to inventory accumulation and downstream holiday arrangements [107]. - Valuation: The spread between the main contracts of RU and NR narrowed, while the spread between mixed standard rubber and the main contract of RU widened [107]. - Strategy: Adopt a wait - and - see or short - on - rallies approach for RU; gradually increase long - cash - short - futures positions and pay attention to capital inflows in the market; observe cross - variety spreads [107].