Core Viewpoint - Wuhan San Zhen Industrial Holdings Co., Ltd. is planning to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2]. Summary by Sections Insider Information Registration System - The company has established an Insider Information Registration Management System in compliance with relevant laws and regulations, including the Securities Law of the People's Republic of China and the Shanghai Stock Exchange Listing Rules [1][2]. Execution of Insider Information Registration System - The company has repeatedly urged insider information registrants to adhere to confidentiality obligations and not to disclose or trade based on insider information before its legal disclosure [1][2]. - The company has signed confidentiality agreements with relevant parties and documented the insider information registrants and planning process, submitting necessary records to the Shanghai Stock Exchange [2]. Independent Financial Advisor's Review - The independent financial advisor has confirmed that the company has complied with the regulations regarding the Insider Information Registration Management System and has implemented adequate confidentiality measures during the transaction period [2].

本独立财务顾问对上市公司在本次交易前 12 个月内发生的购买、出售资产 情况进行了核查。经核查，本独立财务顾问认为：截至本核查意见出具日，本次 交易前 12 个月内，上市公司未发生《上市公司重大资产重组管理办法》规定的 与本次交易相关的重大购买、出售资产的交易行为，不存在需要纳入累计计算范 围的情形。 （以下无正文） （本页无正文，为《中国国际金融股份有限公司关于武汉三镇实业控股股份 有限公司本次发行股份及支付现金购买资产并募集配套资金暨关联交易前 12 个 月内购买、出售资产情况的核查意见》的签章页） 独立财务顾问主办人： 李雅芸 胡海锋 卓芊任 梁宝月 中国国际金融股份有限公司 中国国际金融股份有限公司 关于武汉三镇实业控股股份有限公司 本次发行股份及支付现金购买资产并募集配套资金暨关联交易 前 12 个月内购买、出售资产情况的核查意见 武汉三镇实业控股股份有限公司（以下简称"上市公司"）拟通过发行股份 及支付现金的方式购买武汉市政工程设计研究院有限责任公司（以下简称"武汉 市政院"）100%的股份，并募集配套资金（以下简称"本次交易"）。中国国 际金融股份有限公司（以下简称"本独立财务顾问"）作为本次交 ...

Group 1 - The transaction involves the acquisition of 100% equity of Wuhan Municipal Institute by the company through issuing shares and cash payment, making the target company a wholly-owned subsidiary post-transaction [1][2] - The company plans to raise funds from no more than 35 specific investors, with the total amount not exceeding 100% of the transaction price, and the number of shares issued not exceeding 30% of the total share capital after the transaction [2][3] - The raised funds will be used for cash payment for the transaction, intermediary fees, taxes, and to support the target company's ongoing projects and working capital [2][3] Group 2 - The transaction is expected to enhance the company's financial metrics, with total assets increasing from approximately 2,387.44 million to 2,624.53 million, a change of 9.93% [3] - The company's net profit is projected to rise significantly, with an increase from 3,162.67 million to 4,782.60 million, reflecting a growth rate of 51.22% [4] - Post-transaction, the company's basic earnings per share are expected to increase by 0.03 yuan per share for 2024 and 0.01 yuan per share for the first quarter of 2025, indicating no dilution of immediate returns [4][5]

上市公司 A 股股价在停牌前 20 个交易日内的累计涨幅为 6.09%；扣除同期 上证指数累计涨幅 3.83%后，上市公司股票价格累计涨幅为 2.26%；扣除同期证 监会水生产供应行业指数行业指数累计涨幅 0.87%后，上市公司股票价格累计涨 幅为 5.22%，未超过 20%。 经核查，本独立财务顾问认为：上市公司股票价格在本次交易首次公告前 达到《上海证券交易所上市公司自律监管指引第 6 号——重大资产重组》规定的 相关标准，不存在异常波动情况。 关于本次交易信息发布前公司股票价格波动情况的核查意见 武汉三镇实业控股股份有限公司（以下简称"上市公司"）拟向武汉市城市 建设投资开发集团有限公司发行股份及支付现金购买其持有的武汉市政工程设 计研究院有限责任公司 100%股权，并向不超过 35 名特定投资者发行股份募集配 套资金（以下简称"本次交易" ）。中国国际金融股份有限公司（以下简称"本独 立财务顾问"）作为本次交易的独立财务顾问，就本次交易信息公布前股票价格 波动是否达到《上海证券交易所上市公司自律监管指引第 6 号——重大资产重组》 相关标准进行了核查，具体如下： 因筹划本次交易事项，经向上海证券交易所 ...

Core Viewpoint - The independent financial advisor, China International Capital Corporation (CICC), has conducted a compliance review regarding the hiring of third-party institutions for the asset acquisition project by Wuhan Three Towns Industrial Holdings Co., Ltd., confirming that all actions are in accordance with the relevant regulations on integrity and risk prevention in investment banking [2][5][6]. Summary by Sections Third-Party Hiring Compliance - CICC plans to hire Beijing Tongshang Law Firm as the legal advisor and has already engaged Zhongshun Yatai Accounting Firm as the accounting advisor for the project to mitigate legal and financial risks [2][4]. - Beijing Tongshang Law Firm was established on May 16, 1992, and holds a valid license for securities legal services [3]. - Zhongshun Yatai Accounting Firm was founded on January 18, 2013, and is also qualified to engage in securities-related services [3]. Legal and Accounting Services - The legal services provided by Tongshang include assisting in legal due diligence, drafting and reviewing legal documents, and compiling project-related work papers [4]. - The accounting services from Zhongshun Yatai involve similar support in collecting and organizing project documentation [4][5]. Internal Review Procedures - CICC has established a standardized contract for hiring legal and accounting services, ensuring clarity in service content, fee arrangements, and mutual rights and obligations [6]. - The project team evaluates potential firms based on qualifications, experience, resources, reputation, and fee standards before finalizing the hiring process [6]. Conclusion of Compliance Review - CICC concludes that the hiring of Tongshang and Zhongshun Yatai is compliant with regulations, and there are no other direct or indirect third-party hires beyond those mentioned [5][6].

Group 1 - The core point of the article is that Wuhan San Zhen Industrial Holding Co., Ltd. plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [1] - China International Capital Corporation serves as the independent financial advisor for this restructuring, ensuring compliance with relevant regulations and conducting thorough due diligence [1] - The independent financial advisor commits to the accuracy and completeness of the disclosed information, confirming that there are no substantial discrepancies between their professional opinions and the documents provided by the listed company and the transaction party [1]

Core Viewpoint - The report outlines the verification opinion of China International Capital Corporation regarding the listing and circulation of strategic placement restricted shares of Suzhou Shengke Communication Co., Ltd. after its initial public offering on the Sci-Tech Innovation Board [1][2]. Group 1: Listing and Circulation of Restricted Shares - The restricted shares being listed are part of the strategic placement from the company's initial public offering, with a total of 1,500,000 shares set to be released for trading on September 15, 2025 [2][3]. - The total number of shares issued in the IPO was 50 million, with a par value of RMB 1.00 per share, resulting in a total share capital of 37,196,762 shares after the IPO [1][2]. - The restricted shares are held by China International Capital Corporation's wholly-owned subsidiary, China CICC Wealth Securities Co., Ltd., and the lock-up period is 24 months from the date of listing [2][3]. Group 2: Compliance and Commitments - The shareholders of the restricted shares have adhered to all commitments made during the IPO process, with no breaches affecting the listing of these shares [3][4]. - The verification by the sponsor institution confirms that the listing and circulation of the restricted shares comply with relevant regulations and guidelines [4].

Summary of the Conference Call on the Securities Industry Industry Overview - The conference call discusses the performance of the securities industry in the first half of 2025, focusing on listed securities firms in China, excluding financial holding companies and Dongfang Caifu [1][2]. Key Financial Performance - In the first half of 2025, 42 listed securities firms achieved total operating revenue of 251.9 billion yuan, a year-on-year increase of 31% [2]. - The net profit attributable to shareholders reached 104 billion yuan, marking a significant year-on-year growth of 65% [2]. - In Q2 2025, net profit attributable to shareholders was 51.8 billion yuan, reflecting a 50% year-on-year increase and a 19% quarter-on-quarter increase [2][4]. Core Business Drivers - The core drivers of performance growth are the brokerage and investment businesses, with brokerage net income increasing by 44% year-on-year to 63.5 billion yuan, and investment business net income rising by 52% [5][6]. - The investment banking sector also showed signs of recovery, with net income growing by 18% year-on-year to 15.5 billion yuan [5]. Profitability and Leverage - The average annualized Return on Equity (ROE) for listed securities firms is approximately 7%, the highest in recent years, with a year-on-year increase of 2.45 percentage points [6]. - The average leverage ratio slightly decreased to 3.34 times, down by 0.01 times year-on-year [6]. - Overall expenses increased by 18% to 125.7 billion yuan, but the expense-to-revenue ratio decreased by 5 percentage points, indicating improved cost control [6]. Market Concentration and Competition - Market concentration has increased, with the top three firms accounting for 28% of operating revenue and 33% of net profit, while the top five firms account for 39% and 48%, respectively [7]. - This indicates a strengthening advantage for leading firms, while smaller firms exhibit greater performance volatility [7]. Brokerage Business Performance - The brokerage business benefited from increased market trading activity, with the top three firms being CITIC Securities, Guotai Junan, and GF Securities [8]. - The average daily trading volume of stock funds increased by 64% year-on-year, with Q2 showing a 61% increase [8]. Investment Banking Business Performance - The investment banking sector's net income was 15.5 billion yuan, up 18% year-on-year [9]. - Leading firms in this sector include CITIC Securities, CICC, and Guotai Junan, with significant growth in IPOs and refinancing activities, where equity transaction volume surged by 403% [9]. Asset Management Business Performance - The asset management business reported a slight decline in net income by 3% to 21.2 billion yuan [13]. - The top three firms in terms of net income were CITIC, GF, and Guotai Junan, with growth rates varying significantly among firms [13]. Public Fund Performance - Public funds performed well, with non-monetary public fund assets reaching 20.2 trillion yuan, a 13% year-on-year increase [14]. - Equity public fund assets grew by 27% to 8.4 trillion yuan, although management fee rates are expected to decline due to new regulations [14]. Future Outlook and Investment Recommendations - The overall performance of listed securities firms is expected to maintain a high growth rate, projected at around 30% for the year [17]. - Investment recommendations include focusing on firms with significant mismatches between performance and valuation, those with high proportions of margin financing and investment income, and firms with high H-share premiums [17].

Group 1 - In August 2025, the Shanghai Composite Index reached a nearly ten-year high, with new A-share accounts increasing significantly, totaling 2.65 million, a year-on-year increase of 165% and a month-on-month increase of 35% [2][3] - The shift from a "sell-side" to a "buy-side advisory service" model in wealth management has become a consensus among brokerages, aiming for a more sustainable partnership with investors [2][5] - Half of the 46 listed brokerages reported a year-on-year increase in investment advisory income exceeding 50%, although the average contribution of advisory income to total revenue remains low at 1.3% [6][8] Group 2 - The total number of new A-share accounts opened by individual investors in 2025 reached 17.15 million, a 48% increase year-on-year, with the total number of individual A-share accounts reaching 386 million [3][4] - Despite the increase in new accounts, the August 2025 new account numbers were only 38.7% of the new accounts opened in October 2024, indicating a more cautious approach from investors compared to previous market rallies [5] - The average revenue contribution from advisory services among the top brokerages remains low, with only a few firms achieving significant advisory income relative to their total revenue [8][12] Group 3 - The transition to a "buy-side advisory" model is seen as essential for aligning the interests of brokerages and investors, moving from a focus on product sales to comprehensive asset management [5][13] - The performance of advisory services is increasingly being evaluated based on metrics such as asset retention, client retention rates, and investor profitability [14][15] - The market for advisory services is expected to face challenges during periods of volatility, requiring brokerages to enhance communication and support for investors [15][16]

Core Viewpoint - The sell-side research business in China's securities industry is considered the "crown jewel," reflecting a brokerage's professional capability and comprehensive influence, despite not generating significant profits [2][3]. Summary by Sections Sell-Side Research Capability Measurement - The measurement of sell-side research capabilities among brokerages is primarily based on the total amount of commission allocated by public funds and their rankings. The recent commission ranking, following the public fund commission reform, highlights the strengths and weaknesses of research and service capabilities [3][4]. Top Tier: Expected Reshuffling and Surprises - The merger of two traditional institutions, Guotai Junan and Haitong Securities, into Guotai Haitong Securities has created a reshuffling opportunity in the top tier of sell-side research. However, the merged entity did not surpass CITIC Securities, which remains the leader with a significant gap in commission income [4][5]. Commission Rankings - CITIC Securities leads with a total commission of 319 million yuan, holding a market share of 7.13%. Guotai Haitong Securities follows with 268 million yuan, while GF Securities ranks third with 250 million yuan [5][6][8]. Competitive Landscape - The competition for the second and third positions in the sell-side research market is expected to be intense, particularly between Guotai Haitong and GF Securities, given their close commission figures [7]. First Tier: Strong Contenders - The top ten brokerages are characterized by complete systems, strong teams, and significant influence. The rankings are subject to change based on performance in the latter half of the year [9][10]. Rising Institutions - Zhejiang Securities, Shenwan Hongyuan, and CICC have shown significant improvements in their rankings without the benefit of mergers, indicating genuine growth in their research capabilities [11][12]. Second Tier: The "Billion Club" - The second tier of brokerages, ranked 11th to 20th, is highly competitive, with many firms vying for the "billion club" threshold. The top three in this tier are Tianfeng Securities,招商证券, and东吴证券, all closely matched in commission income [14][15]. Notable Exceptions - Guolian Minsheng Securities, which also underwent a merger, is uniquely positioned in the rankings due to its late merger timing, potentially affecting its future standings [16]. Bottom Tier: Rare Positive Growth - Among the bottom ten brokerages, there are rare examples of positive growth, particularly华源证券 and华福证券, which have seen significant increases in their commission income due to strategic hires and team expansions [17][19].