浙商证券股份有限公司 关于杭州柯林电气股份有限公司 （四）现场检查人员：周旭东、黄杰、李祖逊 （五）现场检查内容：公司治理及内部控制、信息披露、独立性、与关联方 的资金往来、募集资金使用情况、关联交易、对外担保、重大对外投资、公司经 营状况以及承诺履行情况等。 （六）现场检查手段：对公司董事、高级管理人员及有关人员进行访谈；查 看上市公司主要经营、管理场所；查阅并取得公司持续督导期间召开的历次董事 会及股东大会文件；查阅并取得上市公司募集资金台账、募集资金使用凭证、募 集资金专户银行对账单等资料；查阅并取得公司建立或更新的有关内控制度文件； 查阅并取得公司公告、公司治理文件、重大合同、公司定期报告等文件；核查公 司持续督导期间发生的关联交易、对外担保与对外投资情况。 二、针对现场检查事项逐项发表的意见 （一）公司治理和内部控制情况 上海证券交易所： 根据《上海证券交易所科创板股票上市规则》等有关法律、法规的规定，浙 商证券股份有限公司（以下简称"浙商证券"或"保荐机构"）作为杭州柯林电气股 份有限公司（以下简称"杭州柯林"、"上市公司"或"公司"）首次公开发行股票并 在科创板上市以及持续督导工作的保荐机构，对 ...

Summary of Key Points Core Viewpoint - The report provides a detailed account of the fundraising and usage of funds by Hangzhou Colin Electric Co., Ltd. for the year 2024, highlighting compliance with regulatory requirements and the management of raised capital. Fundraising Overview - Hangzhou Colin Electric successfully raised a total of RMB 39,120.11 million through the issuance of 13.975 million shares at a price of RMB 33.44 per share [1][2]. - All raised funds were deposited into a special account, and the company has signed a regulatory agreement with the underwriter and the bank [2]. Fund Usage and Balance - As of December 31, 2024, the company has utilized RMB 27,156.99 million of the raised funds, with a remaining balance of RMB 14,287.61 million [2][7]. - The net interest income from the funds amounted to RMB 2,327.55 million [2]. Fund Management Practices - The company has established a management system for the raised funds, ensuring they are stored in dedicated accounts and used in accordance with relevant laws and regulations [2][6]. - Three special accounts were opened at different banks to manage the funds, with a total balance of RMB 142,876,131.95 [3]. Investment Projects and Adjustments - The company adjusted the internal investment structure of the "Digital and Intelligent Construction Project for Power Equipment," reducing the investment amount from RMB 35,419.48 million to RMB 28,620.11 million [5][7]. - There were no instances of using idle funds for temporary liquidity support, and all funds were allocated to designated projects [3][5]. Compliance and Reporting - The underwriter conducted a thorough review of the fund management and usage, concluding that the company adhered to all regulatory requirements and did not misuse the funds [6].

Core Insights - The central bank is likely to maintain a balanced liquidity environment post-quarter, with a low probability of funding rates dropping significantly below 1.8%, indicating that a funding rate of 1.8% may be a relatively acceptable position [1][4][24] - The central bank's recent actions reflect a warming attitude towards liquidity support, with increased net injections in the open market and a return to a more restrained operational approach after ensuring cross-quarter liquidity stability [1][11][24] - The funding environment is characterized by "ample quantity and high price," with major banks' lending volumes rising above 3.6 trillion, and the issuance rates of primary certificates of deposit declining since mid-March, indicating easing pressure on bank liabilities [2][13][17] Summary by Sections Section 1: Liquidity Conditions - As of April, the funding environment is expected to loosen significantly, constrained by the central bank's multiple objectives and increased fiscal efforts in the second quarter [3][21][24] - The central bank aims to balance liquidity sufficiency for growth, prevent fund idling, stabilize the exchange rate, and monitor long-term yield changes, which may lead to higher funding rates to lower overall financing costs [21][22] Section 2: Government Debt Supply - The second quarter will see substantial government debt issuance, with net financing expected to reach around 3 trillion, including significant central and local government bond issuances [23][24][25] - The anticipated net financing for national bonds is approximately 1.2 trillion, with local government bonds projected to issue around 1.8 trillion, indicating a potential increase in actual issuance compared to current plans [23][28] Section 3: Market Dynamics - The current market dynamics show that the central bank's operations are crucial in guiding the funding environment, which in turn influences investor expectations in the bond market [22][24] - The high interest rate spread between funding rates and policy rates remains a concern for bond market investors, as the DR007 has been consistently above the OMO + 30 basis points level [17][19]

Core Viewpoint - The significant decline in brokerage commission income reflects the changing landscape of the public fund industry, emphasizing the importance of research capabilities among brokerages [2][4][21]. Summary by Sections Brokerage Commission Income - In 2024, the total brokerage commission income from fund distribution reached 10.7 billion yuan, a 36% decrease from 16.8 billion yuan in 2023 and a 51% drop from 22 billion yuan in 2021, marking three consecutive years of decline [2][5][21]. - The income trend from 2019 to 2024 shows a "U-shaped" curve, peaking at 22 billion yuan in 2021 before declining [5][21]. Top Brokerage Rankings - The top five brokerages by commission income in 2024 are CITIC Securities, GF Securities, Changjiang Securities, CITIC Construction Investment, and Guolian Minsheng, with Changjiang Securities moving up to third place [2][10]. - Only four brokerages surpassed 500 million yuan in commission income in 2024, with CITIC Securities leading at 757 million yuan, followed by GF Securities at 648 million yuan [7][11]. Changes in Market Dynamics - The competition among top brokerages has intensified, with Guolian Minsheng entering the top five for the first time, showing a 348% year-on-year increase in commission income [10][13]. - The threshold to enter the top ten for commission income is now over 320 million yuan, with 31 brokerages earning over 100 million yuan [9][10]. Research Capabilities and Market Trends - The decline in commission income has led to a greater focus on research capabilities as a key differentiator for brokerages, with fund managers increasingly selecting brokerages based on their research strength [21][22]. - The regulatory environment is shifting, with new rules on commission rates for public funds set to take effect, further impacting brokerage income [22][23]. Future Outlook - The merger of Guotai Junan and Haitong Securities is expected to disrupt the rankings in the coming year, similar to the impact of the Guolian Minsheng merger [15][26]. - Brokerages are encouraged to diversify their client base and explore international markets to mitigate the effects of declining commission income [26].

Group 1 - The company Zhejiang Zheshang Securities Asset Management Co., Ltd. has identified fraudulent activities where individuals impersonate the company and its employees to deceive investors into joining chat groups or downloading fake apps for stock trading advice [1][2] - The company emphasizes that it has never provided stock trading services or investment consulting through any means, nor has it authorized any third parties to conduct such activities [2] - The company strongly condemns any illegal actions that impersonate its name and reserves the right to take legal action against those who misrepresent the company [2][3] Group 2 - Investors are advised to use official channels for information, including the company's website and customer service hotline, and to avoid any unofficial links or apps [1][2] - The company has specified that any illegal securities activities should be reported to local law enforcement, and evidence should be preserved [2] - The company’s official information disclosure channels include several recognized financial newspapers and its own website [2]

Group 1 - The board of directors and the company guarantee that the annual report of the fund does not contain false records, misleading statements, or significant omissions, and they bear individual and joint responsibility for the authenticity, accuracy, and completeness of its content [1] Group 2 - Zhejiang Zheshang Securities Asset Management Co., Ltd. has disclosed the annual reports for various funds for the year 2024, including a total of 26 different funds [2][3] - The full text of the 2024 annual reports for the mentioned funds will be available on the company's website and the China Securities Regulatory Commission's fund electronic disclosure website on March 28, 2025 [3] - The fund manager commits to managing and utilizing fund assets with honesty, diligence, and responsibility, but does not guarantee profits or minimum returns for the funds [3]

次日，国都证券股价上涨2.94%，收于1.75元每股。本次拍卖前浙商证券已成为国都证券第一大股东，持股比例为34.25%，显著超过第二大股东中诚信托的 13.33%。此次竞得股票成功过户后，浙商证券持有国都证券股权比例进一步上升至约34.76%。 南开大学金融发展研究院院长田利辉表示，浙商证券收购国都证券股权的战略意义显著，有优化成本、强化控股权，加强区域与业务协同，加速转型进程的 效果。在券商行业整合持续提速的趋势下，浙商证券此举通过整合资源补齐短板，推动自身从区域券商向综合型中大型券商转型。 56次出手 溢价24.57％拿下 浙商证券再得国都证券3000万股 加速向综合型中大型券商转型 央广网北京3月26日消息（记者 樊瑞）3月23日，阿里拍卖平台完成一笔备受瞩目的券商股权交易。浙商证券经过156轮激烈竞价，最终以5704.2万元总价竞 得国都证券3000万股无限售流通股，成交单价1.90元每股。该价格较3月21日国都证券收盘价1.70元溢价11.85%，较4579.2万元起拍价溢价24.57%。 阿里法拍网站显示，本次拍卖的3000万股国都证券股份，为不限售流通股，来自上海某公司名下，由上海市闵行区人民 ...

Core Viewpoint - The stock market has shown strong trading activity, with both exchanges recording over 1 trillion yuan in trading volume for 45 consecutive days, indicating robust investor interest and confidence in the market [3][4]. Group 1: Market Performance - The Shanghai Composite Index and ChiNext Index experienced slight declines, while the STAR Market 50 Index fell over 1% [3]. - The CSI All Share Securities Companies Index decreased by 0.35%, with individual stocks showing mixed performance; Zhejiang Securities and Zhongtai Securities rose over 1%, while Xinda Securities and China Galaxy fell over 2% [3]. Group 2: Fund Flows and Investor Sentiment - There has been a continuous inflow of leveraged funds, reflecting increased market confidence in the mid-term outlook [4]. - The presence of policies aimed at stabilizing the market and expectations of interest rate cuts have alleviated concerns about liquidity tightening, contributing to the inflow of leveraged funds [4]. Group 3: Policy Support and Market Strategy - Policies emphasizing the support for new productive forces and the deepening of the registration system are expected to attract long-term capital, enhancing market activity [3]. - Short-term investment strategies in the securities sector are advised to focus on stability, particularly around quarterly earnings reports and potential mergers and acquisitions [4]. Group 4: Mergers and Acquisitions - The current focus on mergers and acquisitions is driven by supportive policies and increasing operational challenges within the securities industry, leading to heightened interest in consolidation [4]. - Historical analysis indicates that significant merger and acquisition activity often correlates with favorable policy and market conditions, suggesting a new wave of consolidation in the securities sector [4]. Group 5: Investment Opportunities - The Securities ETF Leader (560090) is highlighted as an effective tool for investors to gain exposure to the securities sector, tracking the CSI All Share Securities Companies Index and encompassing 50 listed brokerage stocks [4].

Core Viewpoint - The acquisition of 30 million unrestricted shares of Guodu Securities by Zheshang Securities for 57.042 million yuan reflects the ongoing trend of mergers and acquisitions in the brokerage industry, driven by both policy and market factors [1][5]. Group 1: Zheshang Securities' Cost Analysis - Zheshang Securities won the auction for Guodu Securities' shares at a price of 1.9 yuan per share, which is an 11.85% premium over the closing price of 1.7 yuan on March 21 [2][4]. - The acquisition price represents a 24.57% premium over the starting price of 45.792 million yuan, indicating strong market competition for quality brokerage assets [4]. - Since initiating the acquisition plan in December 2023, Zheshang Securities has gradually built a controlling stake in Guodu Securities, with total investments amounting to 5.185 billion yuan [4]. Group 2: Acceleration of Brokerage Mergers - The acquisition of Guodu Securities by Zheshang Securities is part of a broader trend of brokerage consolidations, with several significant mergers already underway in 2025 [5]. - Regulatory support for mergers and acquisitions aims to cultivate leading investment banks and institutions, as highlighted in the 2023 Central Financial Work Conference [5]. - Analysts suggest that mergers can create synergies, leading to greater market opportunities and benefits for related companies in the capital market [5].

Financial Performance - Total operating revenue for 2024 was RMB 15.82 billion, a decrease of 10.33% compared to RMB 17.64 billion in 2023[4] - Net profit for 2024 reached RMB 2.01 billion, an increase of 10.04% from RMB 1.82 billion in 2023[4] - Basic earnings per share for 2024 was RMB 0.49, up 6.52% from RMB 0.46 in 2023[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was RMB 1.91 billion, a 9.74% increase from RMB 1.74 billion in 2023[4] Asset and Equity Growth - Total assets as of December 31, 2024, increased by 5.88% to RMB 154.09 billion from RMB 145.53 billion in 2023[4] - Shareholders' equity attributable to the parent company grew by 30.26% to RMB 35.19 billion from RMB 27.02 billion in 2023[4] - The company's weighted average return on equity improved by 0.15 percentage points to 6.76%[4] Income Sources - Net interest income increased by 31.11% to RMB 988.95 million from RMB 754.31 million in 2023[5] - Investment income and fair value changes rose by 68.56% to RMB 1.75 billion from RMB 1.04 billion in 2023[5] Operating Environment - The company faced a complex operating environment in 2024 but achieved steady growth despite multiple pressures[6]