浙商证券股份有限公司 第二章 委员会组成 第四条 委员会由 3 名董事组成。委员会委员由董事长、二分之一以上独立 董事或者全体董事的三分之一提名，并由董事会选举产生。 第五条 委员会设主席（召集人）一名。主席由公司董事长提名，并由董 事会批准任命。 第六条 委员会任期与同届董事会任期一致，委员任期与董事任期一致。 委员任期届满，可连选连任。委员会委员在任职期间不再担任公司董事职务时， 自其不再担任董事之时自动辞去合规与风险控制委员会职务。 董事会合规与风险控制委员会议事规则 （2025年修订） 第一章 总则 第一条 为完善公司治理结构，提高公司合规与风险控制的能力和水平， 根据《中华人民共和国公司法》《中华人民共和国证券法》《浙商证券股份有限公司 章程》（以下简称"《公司章程》"）以及其他有关法律、法规的规定，公司董事会 设立合规与风险控制委员会（以下简称"委员会"），并制定本议事规则（以下简 称"本规则"）。 第二条 委员会是公司董事会下设的专门工作机构，为董事会有关决策提 供咨询或建议，向董事会负责并报告工作。 第三条 本规则适用于委员会及本规则中涉及的有关人员和部门。 第十条 委员会的主要职责： （一） ...

北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 致:浙商证券股份有限公司 北京市嘉源律师事务所 北京市嘉源律师事务所 关于浙商证券股份有限公司 2025 年第二次临时股东大会的法律意见书 十 & FF 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 UM 事务 打 N LAW OFFICES 关于浙商证券股份有限公司 2025年第二次临时股东大会的法律意见书 嘉源(2025)-04-686 北京市嘉源律师事务所(以下简称"本所")接受浙商证券股份有限公司(以 下简称"公司")的委托,根据《中华人民共和国公司法》(以下简称"《公司法》"）、 《上市公司股东会规则》(以下简称"《股东会规则》")等现行有效的法律、行政 法规、部门规章、规范性文件(以下简称"法律法规")以及《浙商证券股份有 限公司章程》(以下简称"《公司章程》")的有关规定,指派本所律师对公司 2025 年第二次临时股东大会(以下简称"本次股东大会")进行见证,并依法出具本 法律意见书。 为出具本法律意见书,本所指派律师现场见证了本次股东大会 ...

一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 17 日 证券代码：601878 证券简称：浙商证券 公告编号：2025-053 浙商证券股份有限公司 2025年第二次临时股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 (五)公司董事、监事和董事会秘书的出席情况 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 (二)股东大会召开的地点：杭州市五星路 201 号浙商证券十一楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 1,260 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 2,298,692,183 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 50.6876 | 1、公司在任董事9人，出席6人，董事陈溪俊，独立董事沈思，曾爱民因公请假； 2、公司在任 ...

Core Viewpoint - Semir Apparel reported a significant decline in net profit for H1 2025, with a net profit attributable to shareholders of 330 million yuan, down 41.2% year-on-year, and a net profit of 300 million yuan after deducting non-recurring gains and losses, down 45.2% year-on-year, indicating challenges in the retail environment [1] Financial Performance - The company achieved a dividend payout ratio of 124% in H1 2025, reflecting a commitment to returning value to shareholders despite profit pressures [1] - Revenue showed resilience against a fluctuating retail environment, attributed to proactive store openings and brand marketing efforts, although increased expenditure has temporarily pressured profit margins [1] Channel Development - Direct sales channels demonstrated high-quality growth, showcasing the effectiveness of the company's channel transformation [1] - Franchise income experienced a slight decline, primarily due to a weak retail environment, with net changes in direct and franchise stores being +19 and -66, respectively, resulting in 999 direct stores and 7,194 franchise stores [1] Brand Strength and Future Outlook - The company has a strong brand presence in the apparel industry, particularly with its main brands, Balabala and Semir, which are expected to benefit from store expansion and organizational changes [1] - The upcoming stock incentive plan to be announced in September 2024 reflects the company's confidence in its development prospects [1] - The company maintains a "Buy" rating, anticipating performance recovery as the retail environment improves [1]

Core Viewpoint - The coal industry in China is facing potential risks related to the newly increased coal mine capacities, which may be revoked if companies fail to fulfill their capacity replacement commitments by the end of 2025 [1][5]. Group 1: Capacity Replacement Policy - The capacity replacement policy is a key tool for supply-side structural reform, aiming to "control total volume and optimize stock" by ensuring that new advanced capacities are built only after eliminating outdated capacities [2]. - The policy promotes high-quality development in the coal industry by limiting total capacity while improving capacity quality through market and legal means [2]. Group 2: Historical Context - During the supply-side structural reform period (2016-2020), coal production exceeded demand, leading to tighter capacity allocation policies and the implementation of reduction replacement policies [3]. - The government provided financial incentives for exiting coal mines to reduce capacity replacement ratios and required that closed mines' capacities be at least 120% of the new mines' capacities [3]. Group 3: Current and Future Capacity Management - In the current production increase and supply guarantee period (2021-2025), the government maintains the "reduction replacement" or "equal replacement" principles while implementing a commitment system for capacity indicators [4]. - Companies can initially commit to increased coal mine capacities, with subsequent fulfillment of capacity replacement indicators [4]. Group 4: Capacity Constraints - Based on the 2015 capacity baseline and the "13th Five-Year Plan" exit situation, the legal capacity limits are estimated at 4.7, 4.5, and 4.4 billion tons per year, which is below the projected production of 4.76 billion tons in 2024 [6]. - Strict enforcement of capacity replacement policies may necessitate future production cuts, while a coal capacity reserve system has been established to alleviate some capacity replacement indicator constraints [6]. Group 5: Investment Targets - Key companies to focus on in the thermal coal sector include China Shenhua (601088.SH), Shaanxi Coal and Chemical Industry (601225.SH), and others [7]. - In the coking coal sector, companies such as Huaibei Mining (600985.SH) and Shanxi Coking Coal (000983.SZ) are highlighted for investment consideration [7].

Core Viewpoint - Yuyue Medical reported a net profit attributable to shareholders of 1.203 billion yuan in the first half of 2025, representing a year-on-year increase of 7.4% [1] Financial Performance - In Q2 2025, the net profit attributable to shareholders reached 578 million yuan, showing a year-on-year growth of 25% and a recovery in profit growth compared to the previous quarter [1] - The overseas revenue for H1 2025 was 607 million yuan, marking a year-on-year increase of 26.6% [1] Product Segment Performance - Revenue growth by segment in H1 2025 included: - Respiratory treatment solutions: 1.9% increase - Blood glucose and POCT: 20% increase - Home health testing: 15% increase - Clinical instruments and rehabilitation: 3.3% increase - Emergency segment: 31% increase [1] - The respiratory treatment segment experienced a recovery in revenue growth driven by increased sales of ventilators and overseas expansion, while the blood glucose and emergency (AED) segments continued to show high growth [1] Future Outlook - The company is in a phase of expanding overseas channels and promoting new products, which may lead to sustained sales expense investments in 2025 [1] - However, due to cost reduction and efficiency improvements along with economies of scale, the net profit margin is expected to remain at a high level [1] - The firm maintains an "overweight" rating based on the anticipated growth in revenue and profit for the full year of 2025 as demand recovers and channels expand [1]

Core Viewpoint - Yuyue Medical reported a net profit attributable to shareholders of 1.203 billion yuan in the first half of 2025, representing a year-on-year increase of 7.4% [1] - The second quarter net profit reached 578 million yuan, showing a significant year-on-year growth of 25%, indicating a recovery in profit growth on a quarter-on-quarter basis [1] Revenue Growth - The overseas revenue for the first half of 2025 was 607 million yuan, marking a year-on-year increase of 26.6% [1] - The company is expected to see continued revenue and profit growth in 2025, driven by demand recovery and channel expansion in the second half of the year [1] Product Performance - Revenue growth by segment for the first half of 2025 includes: - Respiratory treatment solutions: 1.9% increase - Blood glucose and POCT: 20% increase - Home health testing: 15% increase - Clinical instruments and rehabilitation: 3.3% increase - Emergency segment: 31% increase [1] - The respiratory treatment segment is experiencing a recovery in revenue growth, driven by increased sales of ventilators and overseas expansion [1] Strategic Outlook - The company is currently in a phase of expanding overseas channels and promoting new products, which may lead to sustained sales expense investments in 2025 [1] - However, through cost reduction and efficiency improvements, along with economies of scale, the net profit margin is expected to remain at a high level [1] - The recommendation to maintain an "overweight" rating reflects confidence in the company's growth trajectory [1]

Group 1 - The core viewpoint of the news is that Xiechuang Data has experienced a significant stock price increase, rising 5.07% on September 17, with a total market capitalization of 57.09 billion yuan and an 8-day cumulative increase of 63.53% [1] - Xiechuang Data, established on November 18, 2005, and listed on July 27, 2020, specializes in the research, production, and sales of IoT smart terminals and data storage devices, continuously adapting to technological changes and market trends [1] - The company's main business revenue composition includes: data storage devices (37.11%), intelligent computing products and services (24.69%), IoT smart terminals (17.70%), server and peripheral remanufacturing (16.88%), and others (3.62%) [1] Group 2 - From the perspective of fund holdings, Zhejiang Merchants Securities Asset Management has a fund that heavily invests in Xiechuang Data, with the fund "Zhejiang Merchants Huijin Transformation Growth" holding 14,600 shares, accounting for 3.23% of the fund's net value [2] - The fund has achieved a year-to-date return of 37.07% and a one-year return of 61.86%, ranking 1869 out of 8172 and 2178 out of 7980 in its category, respectively [2] - The fund manager, Ma Binbo, has been in position for 7 years and 267 days, with the best fund return during his tenure being 78.16% [2]

Core Viewpoint - The report from Zheshang Securities highlights that Taicheng Light achieved a net profit attributable to shareholders of 173 million yuan in the first half of the year, representing a year-on-year increase of 118.0% [1] Financial Performance - In Q2 2025, the company realized a net profit of 94 million yuan, which is a year-on-year increase of 96.8% and a quarter-on-quarter increase of 18.4% [1] - The company's external sales revenue reached 681 million yuan in the first half of the year, marking a year-on-year growth of 71.19% [1] Market Demand and Growth Strategy - The explosive growth in global AI computing power demand has significantly boosted the company's demand [1] - The company is actively expanding production capacity through a dual approach of "domestic + overseas" strategies [1] Product Development and Supply Chain - MT insert is the core component of MPO connectors, and the company is focusing on independent research and production of MT inserts through its subsidiary [1] - The self-developed MT insert manufactured MPO connectors have achieved large-scale production and sales in the first half of the year, with ongoing efforts to certify more specifications of MT inserts [1] - The self-sufficiency of core components not only ensures supply chain security but also directly enhances product gross margins [1] Investment Rating - The report maintains a "Buy" rating for the company [1]

Core Viewpoint - The report from Zheshang Securities indicates that Kaili Medical's net profit attributable to shareholders for H1 2025 is projected to be 47 million yuan, representing a year-on-year decline of 72.4% [1] Financial Performance - The net profit for Q2 2025 is expected to be 39 million yuan, showing a year-on-year decrease of 44.7% [1] - The impact of domestic medical equipment bidding and procurement in 2024 is anticipated to affect revenue and profit growth in H1 2025 [1] Future Outlook - As the bidding process is expected to gradually recover in 2025, Q2 revenue growth is projected to turn positive year-on-year [1] - The company is expected to see overall revenue growth for the full year of 2025, driven by the recovery of the bidding process [1] Profit Forecast Adjustment - Due to the impact of bulk procurement on gross margins and ongoing expense investments, the profit forecasts for the company from 2025 to 2027 have been revised downward [1] - The rating for the company remains "Buy" despite the adjustments [1]