北京市金杜律师事务所 关于华泰证券股份有限公司 A股限制性股票股权激励计划第三个解除限售期解除限售条件成就 及回购注销部分限制性股票事宜的 法律意见书 致：华泰证券股份有限公司 北京市金杜律师事务所（以下简称金杜或本所）受华泰证券股份有限公司（以下 简称公司或华泰证券）委托，作为公司A股限制性股票股权激励计划（以下简称本计划 或本激励计划）的专项法律顾问，根据《中华人民共和国公司法》（以下简称《公司 法》）、《中华人民共和国证券法》（以下简称《证券法》）、《上市公司股权激励管 理办法（2018修正）》《上市公司股权激励管理办法（2025修正）》1（以下合称《管 理办法》）、《国有控股上市公司（境内）实施股权激励试行办法》（以下简称《试行 办法》）、《关于规范国有控股上市公司实施股权激励制度有关问题的通知》等法律、 行政法规、部门规章及规范性文件（以下简称法律法规）和《华泰证券股份有限公司 章程》（以下简称《公司章程》）及《华泰证券股份有限公司A股限制性股票股权激励 计划》（以下简称《激励计划》）的有关规定，就公司本计划第三个解除限售期解除 限售条件成就（以下简称本次解除限售）及回购注销部分限制性股票（以下简称 ...

Financial Performance - The company's operating revenue for Q1 2025 was CNY 8,231,994,300.77, representing a 34.83% increase compared to CNY 6,105,433,969.17 in the same period last year[5] - Net profit attributable to shareholders was CNY 3,642,409,445.26, a 58.97% increase from CNY 2,291,192,821.36 year-on-year[5] - The basic earnings per share increased to CNY 0.38, up 58.33% from CNY 0.24 in the previous year[5] - Investment income for the reporting period was CNY 4,231,471,244.22, a significant increase of 350.49% compared to CNY 939,296,842.21 in the same period last year[10] - The total comprehensive income for the period was CNY 3,585,310,267.63, compared to CNY 2,451,013,293.65 in the previous year, representing a significant increase[23] - Net profit for Q1 2025 was ¥3,642,672,342.80, compared to ¥2,376,367,820.91 in Q1 2024, indicating a growth of 53.3%[22] - Net profit for Q1 2025 was ¥2,338,866,076.80, compared to ¥2,045,642,343.61 in Q1 2024, reflecting a year-over-year growth of 14.3%[30] Assets and Liabilities - The total assets at the end of the reporting period were CNY 823,254,264,027.98, reflecting a 1.10% increase from CNY 814,270,493,580.79 at the end of the previous year[5] - Total assets as of March 31, 2025, were ¥823,254,264,027.98, an increase from ¥814,270,493,580.79 at the end of 2024[20] - Total liabilities as of March 31, 2025, were ¥627,937,004,496.01, slightly up from ¥622,376,572,865.76 at the end of 2024[20] - Total liabilities increased to ¥498,711,384,716.59 from ¥484,081,008,155.08, indicating a growth in the company's financial obligations[28] Cash Flow - The company reported a cash flow from operating activities of CNY -10,820,326,931.00, a significant decrease from CNY 31,561,978,337.69 in the previous year[5] - The net cash flow from operating activities for Q1 2025 was negative at -¥16,751,005,143.26, a significant decline from a positive cash flow of ¥22,862,440,726.07 in Q1 2024[32] - The net cash flow from investing activities was CNY -7,820,223,361.88, compared to CNY -675,347,678.38 in the previous year, indicating increased investment outflows[26] - The net cash flow from financing activities was CNY 10,754,879,913.89, a recovery from a negative cash flow of CNY -20,955,155,720.61 in the same period last year[26] - The net cash flow from investing activities was -3,490,655,172.95, compared to -1,642,266,495.87 in the previous period, indicating a significant increase in cash outflow for investments[33] - The net cash flow from financing activities was 15,969,111,497.97, a substantial improvement from -12,524,543,450.51 in the prior period, reflecting a positive shift in financing operations[33] Shareholder Information - Total number of common shareholders at the end of the reporting period was 223,797[12] - Jiangsu Guoxin Group held 1,373,481,636 shares, accounting for 15.21% of total shares[12] - Hong Kong Central Clearing (Agent) Limited held 1,266,549,648 shares, representing 14.03% of total shares[12] - The number of A-share shareholders was 217,484, while H-share registered shareholders totaled 6,313[15] Equity and Capital Management - The company's total equity increased to ¥195,317,259,531.97 as of March 31, 2025, from ¥191,893,920,715.03 at the end of 2024[20] - Total equity rose to ¥163,281,485,165.62, up from ¥160,886,314,922.70, reflecting a healthy increase in shareholder equity[28] - The company raised 36,010,184,300.00 from bond issuance, a significant increase compared to 1,538,052,008.00 in the previous period, highlighting a strong financing strategy[33] Operational Metrics - The liquidity coverage ratio improved to 270.88% from 260.99% at the end of the previous year[6] - The risk coverage ratio decreased to 393.56% from 431.31% at the end of the previous year[6] - The company has not engaged in any share lending or borrowing activities during the reporting period[15] Other Business Activities - The company completed the transfer of 20% equity in Jiangsu Equity Exchange Center, changing its holding to 32%[16] - Huatai International Financial Holdings' subsidiary obtained a license for leveraged foreign exchange trading in Hong Kong[16] - Huatai Financial Holdings (Hong Kong) became a registered institution for RMB interest rate swap business[17] Accounting Standards - The company will not apply new accounting standards starting from 2025, as indicated in the announcement[34]

紧急警示！"华泰证券老师张继强助理王宇琦的股票运作群" 是诈骗陷阱，速速撤离！ 近期，一个名为 "华泰证券老师张继强助理王宇琦的股票运作群" 在网络上悄然出现，众多投资者被其吸引加入。然而，这实则是一个精心布置的诈骗陷 阱，已有不少人遭受损失。请大家务必保持警惕，仔细阅读本文，认清其诈骗本质，及时退出，避免财产受损。 一、骗子如何打造虚假权威形象？ 华泰证券确有张继强这一人物，他是华泰证券研究所所长、总量研究负责人、固收首席 。但不法分子正是利用这一点，冒名使用 "华泰证券张继强" 等知名 券商人员的名义，在网上发布虚假新闻和文章，宣称与各大交易所或机构合作，拥有多项业务资格和优势，以此来吸引投资者的关注和信任。他们还会伪造 相关工作证件和获奖证书，让不少投资者信以为真。 在投资论坛和社交媒体平台上，诈骗分子精心伪装成华泰证券资深分析师张继强。他们深知投资者对专业人士的信赖，于是大肆宣扬 "张继强" 在金融领域 的卓越成就，称其拥有多年从业经验，对股市走势有着精准的判断力，还时常提及 "张继强" 曾在华泰证券参与的重大项目，让投资者逐渐放下防备，对其 产生强烈的依赖感。 二、"免费荐股" 背后的真正目的是什么 ...

Investment Rating - The report maintains a "Buy" rating for the company with a target price of RMB 6.07 [8][9]. Core Insights - The company achieved a revenue of RMB 5.278 billion in 2024, representing a year-over-year growth of 10.26%, and a net profit of RMB 2.943 billion, up 10.63% year-over-year, slightly exceeding expectations [1]. - The company continues to focus on small and micro enterprises, enhancing its service capabilities and maintaining strong asset quality, with a non-performing asset ratio of 0.91% [2][3]. - The dividend payout ratio increased by 1.6 percentage points to 53% in 2024, reflecting the company's commitment to returning value to shareholders [1]. Summary by Sections Financial Performance - In Q1 2025, the company reported revenue of RMB 1.544 billion, a year-over-year increase of 20.47%, and a net profit of RMB 772 million, up 8.41% year-over-year [1]. - The financing lease asset balance reached RMB 127.803 billion by the end of 2024, an increase of RMB 13.694 billion or 12.00% year-over-year [2]. Asset Quality - The company maintained a non-performing financing lease asset ratio of 0.91% at the end of 2024, consistent with the previous year, and a provision coverage ratio of 430.27%, despite a year-over-year decline of 18.12 percentage points [3]. Business Strategy - The company has adopted a dual-line business model of "vendor leasing + regional direct sales," establishing deep strategic partnerships with over 5,800 vendors and dealers [4]. - The focus remains on serving small and micro enterprises, with strong bargaining power on the asset side, indicating potential for continued growth in business scale and profitability [2]. Earnings Forecast and Valuation - The earnings per share (EPS) for 2025-2027 are projected to be RMB 0.56, RMB 0.61, and RMB 0.67 respectively, with a book value per share (BPS) of RMB 4.67 for 2025 [5]. - The report assigns a price-to-book (PB) ratio of 1.3 for 2025, reflecting the company's stable profit growth and improved dividend payout [5].

Core Viewpoint - The market is experiencing a short-term "window period" as domestic policy expectations and external tariff fluctuations intertwine, leading to a cautious sentiment among investors [1] Group 1: Market Dynamics - A-shares continue to recover with reduced trading volume as the political bureau meeting convenes and the first phase of tariff disturbances nears its end [1] - The emphasis on "bottom-line thinking" during the political bureau meeting supports risk appetite, although uncertainties regarding tariffs remain [1] Group 2: Future Outlook - The market is expected to maintain a volatile pattern before the holiday, with attention on the progress of China-US tariff negotiations, high-frequency data around May Day, and the US April non-farm payrolls [1] - The urgency of tariff policies and domestic responses has decreased in the short term, suggesting a shift in focus towards fundamental insights following earnings disclosures [1] Group 3: Investment Strategy - In the current environment of uncertainty, prioritizing risk-reward ratios is recommended, with a mid-term strategy focusing on a combination of dividends, domestic demand, and self-sufficiency [1] - There is a marginal increase in allocation towards service consumption and high-cost-performance technology sectors [1]

Core Viewpoint - The fundamentals of the internet finance platform are expected to continue a stable and positive trend into the fourth quarter of 2024, characterized by healthy quality, moderate growth in new loan volumes, and further profit enhancement [1] Group 1: Industry Fundamentals - The majority of platforms have completed the digestion of the risk peak in 2023 after the third quarter, maintaining stable loan quality without deliberately shrinking loan issuance, indicating a clear synchronization of "quantity" and "quality" [1] - The improved quality of loans lays a solid foundation for the sequential increase in profitability [1] Group 2: Regulatory Impact - The introduction of the "Notice on Strengthening the Management of Internet Loan Business by Commercial Banks" (referred to as "Loan New Regulations") on April 3 is expected to have a positive impact on leading platforms and may accelerate the exit of smaller platforms [1] Group 3: Valuation and Market Conditions - Recent valuation declines in the internet finance industry were influenced by "reciprocal tariffs," but high tariffs do not affect the internet finance sector that relies on domestic consumption [1] - Given the stable fundamentals of the industry and a favorable policy environment, the valuation attractiveness of the industry is highlighted [1]

华泰证券：一季度金融股仓位有所下行 把握结构机会 金十数据4月25日讯，华泰证券研报称，2025年一季度金融股仓位有所下行。银行仓位环比下降0.22个 百分点至3.75%，开年科技行情主导下资金有所流出；近期关税政策落地，市场避险情绪提升，关注经 济修复节奏，把握个股结构性机会；港股大行股息优势突出，仍有配置价值。券商仓位环比下滑0.11个 百分点至0.36%，一季报预告业绩弹性亮眼，"国家队"维护资本市场平稳运行的态度明确。2025年一季 度末保险板块基金仓位环比下降0.04个百分点至0.58%。当前保险板块估值可能仍未完全反映利率的压 力，建议投资者多关注险企净资产变化，利率波动时期，资产负债表具有韧性至关重要。 ...

3.工信部公开征求对《云计算综合标准化体系建设指南(2025版)》(征求意见稿)的意见，到2027年，新 制定云计算国家标准和行业标准30项以上，不断健全引领云计算产业结构优化升级的标准体系。开展标 准宣贯和实施推广的企业超过1000家，以标准赋能企业数字化转型升级的成效更加凸显。加快云计算领 域国际标准供给，进一步提升标准国际影响力。 4.工业和信息化部、国家标准化管理委员会印发国家智能制造标准体系建设指南(2024版)，其中提到， 到2026年，制修订100项以上国家标准、行业标准，构建适应新型工业化发展的智能制造标准体系。 4月23日，恒生指数高开2.4%，恒生科技指数涨3.5%。科网股领涨，阿里巴巴涨5.82%，小米集团涨 5.29%，快手涨3.8%。 机构观点 华泰证券指出，往前看，对等关税扰动发生后，该行坚定看好港股相对收益表现，原因是：产业上，市 场中业绩与关税敏感性较高的出口链及中游制造企业市值占比较低；科技企业盈利表现或将持续支持港 股行情演绎；外部扰动下，市场或对内需政策存在较大预期。 银河证券表示，中长期来看，关税对经济的影响取决于各国关税协商谈判结果以及关税落地情况。同 时，我国宏观政 ...

Core Insights - The competitive landscape of the ETF market in Shanghai remains stable, with leading institutions strengthening their advantages as of Q1 2025 [1] - The strategic restructuring between Guotai Junan and Haitong Securities has led to Haitong's complete exit from the ETF market-making sector, potentially altering the rankings of brokerage firms in ETF trading [1] Brokerage Business Performance - In February 2025, the top three brokerage firms by non-monetary ETF trading volume were Huatai Securities, CITIC Securities, and Guotai Junan, with market shares of 10.84%, 6.78%, and 6.2% respectively [2] - CITIC Securities and Dongfang Securities saw significant increases in their market share for ETF trading in March, with CITIC's share rising from 6.15% to 8.42% and Dongfang's from 3.97% to 6.28% [2] - The combined ETF holdings of Shenwan Hongyuan and China Galaxy Securities have formed a duopoly, maintaining around 40% market share, which slightly increased to 39.38% in March 2025 [2][3] ETF Trading Accounts - Huatai Securities and Dongfang Wealth lead in the number of ETF trading accounts, holding 11.12% and 10% of the market respectively, while the second tier includes Ping An Securities, China Galaxy, and招商证券 [4] - The market shares of Guotai Junan and Haitong Securities in ETF trading accounts were 3.43% and 2.87%, respectively, indicating a stable competitive landscape [4] Market Making Services - CITIC Securities leads in the number of ETFs serviced, with 531 main market-making services, followed by GF Securities with a total of 549 services [5] - Haitong Securities experienced a drastic reduction in its market-making services, dropping from 299 to zero, following the announcement of its termination of key ETF market-making services [6]

Group 1 - HSBC Hong Kong and Huatai Securities have signed a memorandum of understanding to explore a strategic partnership aimed at enhancing service quality for their clients [1][2] - The partnership will focus on wealth management, cross-border business cooperation, international financial services, and technology and digital transformation [1][2] - HSBC Hong Kong's General Manager of Wealth Management and Personal Banking, Wu Yangyuru, emphasized that the collaboration will leverage both parties' strengths to capitalize on the opportunities presented by the integration of financial services in Hong Kong and mainland China [1][2] Group 2 - HSBC is recognized as a leader in the Hong Kong banking sector, maintaining a strong position in cross-border finance, wealth management, and corporate services [2] - Huatai Securities has emerged as a key player in the mainland capital market, particularly through its digital transformation and wealth management innovations [2] - The memorandum outlines potential areas of collaboration, including enhancing wealth management services, exploring cross-border and global market opportunities, and sharing expertise in digital transformation and technology platform development [2][3] Group 3 - HSBC is currently collaborating with Ping An Bank and Industrial Bank on cross-border wealth management initiatives, indicating a broader strategy in this area [3] - The specifics of the wealth management collaboration with Huatai Securities regarding cross-border wealth management have not been detailed, but it remains a potential area for exploration [3]