| 兴业证券股份有限公司 | | --- | | 关于 | | 上能电气股份有限公司 | | 之 | | 发行保荐书 | | 保荐机构（主承销商） | | （福州市湖东路 268 号） | | 二零二五年八月 | 发行保荐书 兴业证券股份有限公司 关于上能电气股份有限公司 兴业证券股份有限公司接受上能电气股份有限公司的委托，担任其本次向特 定对象发行股票的保荐机构，唐涛和张思莹作为具体负责推荐的保荐代表人，特 为其出具本发行保荐书。 本保荐机构和保荐代表人根据《公司法》《证券法》等有关法律法规和中国 证监会、交易所的有关规定，诚实守信、勤勉尽责，并严格按照依法制定的业务 规则、行业执业规范和道德准则出具本发行保荐书，并保证所出具文件的真实性、 准确性、完整性。 发行保荐书 目 录 二、本次证券发行履行《公司法》《证券法》及中国证监会、交易所规定的 四、本次证券发行符合《上市公司证券发行注册管理办法》规定的发行条件 五、本次证券发行符合《 <上市公司证券发行注册管理办法> 第九条、第十 条、第十一条、第十三条、第四十条、第五十七条、第六十条有关规定的 六、关于即期回报摊薄情况的合理性、填补即期回报措施及相关承诺 ...

Core Viewpoint - The securities sector is experiencing positive momentum, with significant increases in stock prices and trading volumes, indicating strong investor interest and potential growth opportunities in the market [1][3][6]. Group 1: Market Performance - The CSI All Share Securities Company Index rose by 0.38% as of August 5, 2025, with notable increases in individual stocks such as Xinda Securities (up 5.59%) and Dongxing Securities (up 2.60%) [1]. - The securities ETF managed by Harvest (562870) also saw a rise of 0.40%, reflecting overall positive sentiment in the sector [1]. Group 2: Trading Activity - The securities ETF by Harvest recorded a turnover rate of 1.55% and a transaction volume of 5.3764 million yuan, with an average daily trading volume of 38.984 million yuan over the past year [3]. - In the past week, the ETF's scale increased by 83.6478 million yuan, marking the highest growth among comparable funds, and its shares grew by 94 million [3]. Group 3: Fund Inflows - Over the last five trading days, the Harvest securities ETF experienced net inflows on four occasions, totaling 111 million yuan, indicating strong investor confidence [3]. Group 4: Sector Composition - As of July 31, 2025, the top ten weighted stocks in the CSI All Share Securities Company Index accounted for 60.37% of the index, with companies like Dongfang Wealth and CITIC Securities leading the list [3][4]. Group 5: Earnings Forecast - As of August 1, 2025, 27 listed securities firms had released their semi-annual earnings forecasts, with 24 firms expected to be profitable, including 23 firms projecting earnings growth [6]. - The brokerage and margin trading businesses are benefiting from favorable policies, leading to increased market transactions, while the investment banking sector is seeing a recovery in IPOs and refinancing activities [6][7]. Group 6: Investment Opportunities - The positive earnings forecasts, combined with ongoing capital market reforms and expectations of liquidity easing, suggest that there are significant investment opportunities in the brokerage sector for the second half of the year [7].

Summary of Key Points from the Conference Call Industry or Company Involved - The conference call discusses the investment outlook for various sectors in China, particularly focusing on AI, technology, new energy, and the implications of macroeconomic policies. Core Insights and Arguments 1. **Investment Opportunities in H2 2025**: The domestic economy is expected to maintain a GDP growth rate above 5%, driven by strong export performance and advancements in AI and advanced manufacturing, which are seen as key to enhancing economic output and structural transformation [6][10][12]. 2. **AI Investment Outlook**: AI is viewed as a central theme in global technological innovation, with significant investments expected in AI hardware and applications. The domestic demand for AI is strong, and supply bottlenecks are gradually easing, indicating a positive trajectory for AI-related investments [20][21][22]. 3. **Technology Sector Growth**: The technology sector is anticipated to experience robust growth, particularly in semiconductors and advanced manufacturing. The potential for breakthroughs in these areas is expected to drive long-term growth and competitiveness [25][26]. 4. **New Energy and Environmental Policies**: The transition to new energy sources and the implementation of green policies are seen as critical for sustainable growth. The manufacturing sector is expected to benefit from technological upgrades and innovations aimed at reducing carbon emissions [28][36]. 5. **Consumer Behavior and Market Dynamics**: There is a shift towards quality over price in consumer preferences, which is expected to influence various industries, including real estate and consumer goods. This "anti-involution" trend is likely to reshape market competition and drive companies to focus on quality and brand value [32][35][37]. 6. **Macroeconomic Policies and Global Context**: The call highlights the importance of macroeconomic policies in shaping investment landscapes, particularly in light of ongoing geopolitical tensions and trade dynamics. The focus is on maintaining economic stability and fostering innovation [10][17][18]. Other Important but Possibly Overlooked Content 1. **Long-term Economic Confidence**: Despite short-term challenges, there is a strong belief in the long-term potential of the Chinese economy, driven by technological advancements and structural reforms [7][13][14]. 2. **Sector-Specific Insights**: Different sectors are expected to recover at varying rates, with some industries like real estate facing more significant challenges than others. The recovery in corporate earnings is anticipated to be uneven, influenced by sector-specific dynamics [9][15][18]. 3. **Investment Strategy**: The emphasis on identifying and investing in companies with strong competitive advantages and sustainable business models is highlighted as a key strategy for navigating the current market environment [8][12][19]. This summary encapsulates the key points discussed in the conference call, providing insights into the investment landscape and sectoral dynamics in China for the latter half of 2025.

兴业证券股份有限公司 关于上海英方软件股份有限公司 首次公开发行部分战略配售限售股上市流通的核查意见 兴业证券股份有限公司（以下简称"兴业证券"或"保荐机构"）作为上海英方 软件股份有限公司（以下简称"英方软件"或"公司"）首次公开发行股票并上市持 续督导阶段的保荐机构，根据《证券发行上市保荐业务管理办法》《上海证券交 易所科创板上市公司自律监管规则适用指引第 1 号——规范运作》《上海证券交 易所科创板股票上市规则》等有关法律法规和规范性文件的要求，对英方软件首 次公开发行部分战略配售限售股上市流通事项进行了核查，核查情况如下： 一、本次上市流通的限售股类型 根据中国证券监督管理委员会2022年11月29日出具的《关于同意上海英方 软件股份有限公司首次公开发行股票注册的批复》（证监许可〔2022〕 3040 号），公司首次向社会公开发行人民币普通股（A股）股票2,094.6737万股，并 于 2023年1月19 日在上海证券交易所科创板挂牌上市。公司发行完成后总股本 为 8350 万 股 ， 其 中 有 限 售 条 件 流 通 股 6,588.2492 万 股 ， 无 限 售 条 件 流 通 股 本次上市流 ...

Core Viewpoint - The company is utilizing excess fundraising to acquire equity and increase capital in a semiconductor company, aiming to diversify its business and enhance growth opportunities in response to declining performance in its core electric vehicle segment [1][4][8]. Fundraising Overview - The company raised a total of RMB 229,311.39 million from its initial public offering, with a net amount of RMB 210,121.43 million after deducting related expenses [1][2]. - The company established a special account for managing the raised funds, ensuring proper oversight and usage [2]. Fund Usage for Investment Projects - As of June 30, 2025, the company has committed RMB 40,494.96 million for various projects, with RMB 30,721.97 million already utilized [3]. - Key projects include the construction of a research and development center and information technology infrastructure, with specific amounts allocated for each [3]. Excess Fund Utilization - The net amount of excess funds from the IPO is RMB 169,626.47 million, with significant portions allocated for share buybacks [4][6]. - The first phase of share buybacks utilized RMB 85.49 million, while the second phase used RMB 30.09 million, indicating a strategic approach to enhance shareholder value [5][6]. Acquisition of Semiconductor Company - The company plans to invest RMB 80 million in Damo Semiconductor to acquire a 7.6923% stake, aiming to gain a controlling interest of 51% post-investment [7][8]. - This acquisition is part of a broader strategy to transition from electric vehicles to the semiconductor industry, driven by declining performance in its core business [8][9]. Market Context and Growth Potential - The semiconductor equipment market in mainland China is projected to grow significantly, with a sales forecast of USD 49 billion in 2024, reflecting a 33.7% increase [8][9]. - The acquisition is expected to position the company favorably within the rapidly expanding semiconductor sector, leveraging Damo Semiconductor's established technology and customer base [9][10]. Financial Performance and Projections - Damo Semiconductor's revenue is expected to grow steadily, with performance commitments set for net profits of RMB 70 million, RMB 80 million, and RMB 90 million over the next three years [10][13]. - The acquisition is anticipated to improve the company's financial health and enhance its long-term profitability [10][12]. Governance and Integration Strategy - Post-acquisition, Damo Semiconductor will become a subsidiary, with plans for governance enhancements and integration of management practices to ensure operational continuity [12][14]. - The company aims to navigate potential integration challenges while maximizing the benefits of the acquisition [12].

兴业证券股份有限公司 关于福建海峡环保集团股份有限公司 部分募集资金投资项目延期的核查意见 兴业证券股份有限公司（以下简称"兴业证券"或"保荐机构"）作为福建 海峡环保集团股份有限公司（以下简称"海峡环保"）2022 年非公开发行股票 的保荐机构，根据《证券发行上市保荐业务管理办法》、《上市公司监管指引第 市规则》及《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等法 律法规及规范性文件的规定，对海峡环保 2022 年非公开发行股票部分募集资金 投资项目（以下简称"募投项目"）延期事项进行了核查，核查情况如下： 一、募集资金基本情况 经中国证券监督管理委员会（以下简称"中国证监会"）《关于核准福建海 峡环保集团股份有限公司非公开发行股票的批复》（证监许可〔2022〕501 号） 核准，海峡环保非公开发行股票 84,158,415 股，每股发行价格人民币 6.06 元。 募集资金总额为人民币 50,999.99949 万元，扣除发行费用（不含增值税）人民币 的 XYZH/2022XMAA10155 号《非公开发行股票募集资金验资报告》验证。海 峡环保开立了募集资金专户，募集资金已全部存放于经董事会批 ...

Core Insights - The total salary of CFOs in A-share listed companies for 2024 reached 4.27 billion yuan, with an average annual salary of 814,800 yuan [1] - The highest-paid CFO in the securities industry is Huang Jianhai from Dongfang Caifu, earning 3.32 million yuan, while the lowest is Gong Shengxi from Huazhong Securities, earning 549,000 yuan [3][4] Summary by Category CFO Salary Overview - The total salary for CFOs in A-share listed companies is 4.27 billion yuan, with an average salary of 814,800 yuan [1] - In the securities sector, the top ten CFOs have varying salaries, with the highest being 3.32 million yuan and the lowest at 549,000 yuan [3][4] Individual CFO Profiles - Xu Qingchun, CFO of Industrial Securities, has a salary of 1.57 million yuan, ranking tenth in the industry [1] - Xu Qingchun holds a bachelor's degree, which is the lowest educational qualification among the top ten CFOs, yet his salary exceeds that of Zhang Hao from CITIC Securities by 110,000 yuan [1][2] Salary Changes and Trends - The salary of Huang Jianhai increased by 40.39% compared to the previous year, while Zhang Xiaai from Huachuang Yuxin saw a decrease of 7% [3] - The salary of the CFOs in the top ten positions reflects significant fluctuations, with some experiencing substantial increases while others faced declines [3][4]

Investment Rating - The report maintains an "Outperform" rating for the industry [3][5]. Core Insights - The overseas investment banks are increasingly participating in digital finance, with emerging models continuously surfacing. The focus is on the issuance and trading of digital assets, particularly Real World Assets (RWA), which signify a transformation of traditional investment banking into the digital finance realm. The RWA market has grown from approximately $5 billion in 2022 to about $25.2 billion by July 2025, indicating a shift from experimental stages to large-scale promotion [1][12]. - The RWA market is projected to reach $16 trillion by 2030, accounting for about 10% of global GDP, driven by factors such as rising global interest rates, institutional involvement in crypto assets, and improving regulatory policies [1][17]. Summary by Sections RWA: Bridging On-chain Funds and Real Assets - RWA represents tangible or traditional financial assets on blockchain networks, enhancing liquidity and enabling fractional ownership, thus democratizing access to previously high-barrier investments [12][16]. - The RWA market has seen rapid growth, with a total market size reaching $25.4 billion by mid-2025, driven by technological advancements and traditional financial institutions' involvement [12][13]. RWA Token Types and Development Momentum - The RWA token landscape includes various types, with U.S. Treasury tokens being a significant category due to their low-risk profile and established legal framework. The market for tokenized U.S. Treasuries grew from $100 million in January 2023 to $6.74 billion by July 2025 [22][23]. - Private credit tokens have emerged as the largest segment within RWA, with a market size of $15 billion as of July 2025, driven by their high yield and low correlation with other asset classes [27][28]. - Commodity tokens, particularly gold tokens, dominate the commodity tokenization market, which reached $1.75 billion by July 2025 [31][32]. Stock Tokens: Comparison of Tokenization Models - Stock tokenization is rapidly evolving, with platforms like Robinhood and xStocks offering different models. Robinhood's model is based on derivative contracts, while xStocks provides direct ownership representation through compliant third-party custodians [39][50]. - The largest stock token, EXOD, represents a company specializing in crypto wallets, with a market cap of approximately $277.1 million [41]. Investment Recommendations - The report suggests that Robinhood's approach to virtual asset-related business could serve as a reference for Chinese brokerage firms entering this space. The rapid development of RWA may catalyze further market activity in the brokerage sector, indicating potential for significant returns [3][4].

Group 1 - The company, Agricultural Bank of China Asset Management Co., Ltd., has reached an agreement with Industrial Securities Co., Ltd. to suspend the sale of specific money market funds starting from August 4, 2025 [1] - The affected funds include Agricultural Bank of China Tianli Money Market Fund Class D (Fund Code 023796) and Agricultural Bank of China Money Market Securities Investment Fund Class C (Fund Code 022752) [1] - The suspension also includes the halt of regular investment and conversion services for the mentioned funds [1] Group 2 - The company will provide further announcements regarding the resumption of sales in the future [1] - Investors can consult for more details through the customer service hotline of Industrial Securities or Agricultural Bank of China Asset Management [1]

Group 1 - The core viewpoint is that market trends dictate the behavior of dominant funds, which in turn influences the structure and model of rising industries, with a historical tendency for concentrated leading industries rather than high-cut low-rotation [2] - Recent market performance has shown a gradual focus on trend-based sectors such as AI, innovative pharmaceuticals, resources, and technology innovation board [2] - The market is expected to experience a cooling period as incremental liquidity slows down, which is necessary for stable long-term growth [2] Group 2 - In July, market risk appetite continued to recover, but high-dividend sectors were dragged down by banks, leading to a mixed performance within major indices [3] - Some stable and potential high-dividend stocks have become attractive due to their current yield, indicating a gradual emergence of configuration value [3] - The focus for August is on cyclical high-dividend stocks that are expected to perform well due to improved supply-demand structures [3] Group 3 - The market is currently undergoing a short-term adjustment after a previous breakout, with a need to refocus on main lines as the market stabilizes [4] - The adjustment phase is expected to digest economic growth rate expectations and policy shifts aimed at structural adjustments [4] Group 4 - The market is anticipated to return to a volatile state in August, with potential upward movements before the September 3 military parade [5] - Key sectors to watch include AI, robotics, and advanced manufacturing, which are expected to lead the market back to a strong mid-term position [5] Group 5 - The core logic supporting the current market trend remains intact despite recent fluctuations, with several potential catalysts on the horizon [6] - Upcoming events such as the release of GPT-5 and the September 3 military parade are expected to positively influence market sentiment [6] Group 6 - The overall bullish logic driven by liquidity remains unbroken, with expectations for the market to maintain strength in August [7] - The recommended sector focus includes undervalued large-cap tech growth, innovative pharmaceuticals, and global pricing resources [7] Group 7 - The market is expected to exhibit a rotation and supplementary rise, with particular attention on machinery and electrical equipment sectors [8] - Long-term focus areas include consumption, technological independence, and high-quality dividend stocks [8] Group 8 - The likelihood of A-shares reaching new highs in August is considered high, with a potential upward trend resuming after mid-August [9][10] - The market is expected to benefit from improved free cash flow and continued inflow of external capital [10] Group 9 - The market is currently in a phase of adjustment but remains on an upward trend, with support from various technical indicators [13] - Recommended sector allocation includes a balanced approach focusing on financials and technology growth sectors [13]