致:江苏苏州农村商业银行股份有限公司 江苏世纪同仁律师事务所关于 江苏苏州农村商业银行股份有限公司 2025 年第二次临时股东会的 法律意见书 根据《中华人民共和国证券法》《中华人民共和国公司法》《上市公司股东 会规则》〈以下简称"《股东会规则》")等法律、法规和规范性文件以及现行 有效的《江苏苏州农村商业银行股份有限公司章程》(以下简称"《公司章程》") 的规定,江苏世纪同仁律师事务所(以下简称"本所")受江苏苏州农村商业银 行股份有限公司(以下简称"公司")委托,指派本所律师出席公司 2025年第二 次临时股东会(以下简称"本次股东会"),并就本次股东会相关事项出具本法 律意见书。 为出具本法律意见书,本所律师对本次股东会所涉及的有关事项进行了审查, 查阅了相关会议文件,并对有关问题进行了必要的核查和验证。 本所同意将本法律意见书作为本次股东会的公告材料,随同其他会议文件一 并报送有关机构并公告。除此以外,未经本所同意,本法律意见书不得为任何其 他人用于任何其他目的。 本所律师根据相关法律、法规和规范性文件的要求,按照律师行业公认的业 务标准、道德规范和勤勉尽责精神,出具法律意见如下: 一、关于本次股东会 ...

Core Insights - The rural commercial bank sector experienced a rise of 0.95% on November 20, with Qingnong Commercial Bank leading the gains [1] - The Shanghai Composite Index closed at 3931.05, down 0.4%, while the Shenzhen Component Index closed at 12980.82, down 0.76% [1] Stock Performance - Qingnong Commercial Bank (002958) closed at 3.25, up 1.88% with a trading volume of 979,600 shares and a transaction value of 317 million yuan [1] - Zijin Bank (601860) closed at 2.88, up 1.41% with a trading volume of 655,100 shares and a transaction value of 188 million yuan [1] - Ruifeng Bank (601528) closed at 5.64, up 1.26% with a trading volume of 202,200 shares and a transaction value of 114 million yuan [1] - Other notable performances include: - Hunan Commercial Bank (601825) up 1.12% - Zhangjiagang Bank (002839) up 1.09% - Jiangyin Bank (002807) up 0.83% [1] Capital Flow - The rural commercial bank sector saw a net inflow of 41.89 million yuan from main funds, while retail funds experienced a net outflow of 24.95 million yuan [1] - Main fund inflows were led by Zijin Bank with 21.16 million yuan and Jiangyin Bank with 20.85 million yuan [2] - Retail fund outflows were significant in Zijin Bank (-15.92 million yuan) and Jiangyin Bank (-14.52 million yuan) [2]

Core Insights - The agricultural commercial bank sector experienced a 0.46% increase on November 19, with Shanghai Agricultural Commercial Bank leading the gains [1] - The Shanghai Composite Index closed at 3946.74, up 0.18%, while the Shenzhen Component Index closed at 13080.09, unchanged [1] Stock Performance - Shanghai Agricultural Commercial Bank (601825) closed at 8.96, up 0.79% with a trading volume of 183,500 shares and a turnover of 165 million yuan [1] - Chongqing Agricultural Commercial Bank (601077) closed at 6.72, up 0.60% with a trading volume of 379,500 shares and a turnover of 256 million yuan [1] - Wuxi Bank (600908) closed at 6.19, up 0.49% with a trading volume of 128,300 shares and a turnover of 79.31 million yuan [1] - Other notable performances include Changshu Bank (601128) at 7.10 (+0.28%) and Suzhou Agricultural Bank (603323) at 5.26 (+0.19%) [1] Capital Flow - The agricultural commercial bank sector saw a net inflow of 6.72 million yuan from institutional investors, while retail investors experienced a net outflow of 10.77 million yuan [1] - Jiangyin Bank (002807) had a net inflow of 21.05 million yuan from institutional investors, but a net outflow of 22.96 million yuan from retail investors [2] - Changshu Bank (601128) also saw a net inflow of 10.40 million yuan from institutional investors, with a net outflow of 14.21 million yuan from retail investors [2]

Group 1 - The A-share market showed a positive trend on November 19, with the banking index rising by 0.93% [1] - The Tianhong Bank ETF (515290) recorded a trading volume exceeding 35 million yuan, indicating strong investor interest [1] - Major banks such as Bank of China, Everbright Bank, and Postal Savings Bank saw their stock prices increase by over 2% [1] Group 2 - As of November 18, the Tianhong Bank ETF had a total scale of nearly 6.2 billion yuan, covering 42 listed banks across various categories [2] - There has been significant insider buying in regional banks this year, with several banks announcing plans for share buybacks in November [2] - Securities firms noted that the profit growth rate for listed banks improved in Q3, driven by reduced provisioning, stabilized net interest margins, and improved wealth management income [2]

Core Viewpoint - The announcement from Hu Nong Commercial Bank indicates significant insider buying by top executives, reflecting confidence in the bank's future performance and aligning with a broader trend of regional banks experiencing similar increases in executive and institutional shareholdings [1]. Group 1: Executive Purchases - Five senior executives of Hu Nong Commercial Bank, including the president and several vice presidents, purchased a total of 259,100 shares from November 13 to November 17, 2025, at prices ranging from 9.02 to 9.08 yuan [1]. - This trend of executive share purchases is not isolated, as other regional banks such as Nanjing Bank, Wuxi Bank, and Suzhou Bank have also seen similar actions from their management teams [1]. Group 2: Institutional Purchases - Qingdao Bank reported that its major shareholder, Qingdao Guoxin Financial Holdings Group Co., Ltd., increased its holdings through the Hong Kong Stock Connect, raising its total stake to 15.42%, making it the largest shareholder of the bank [1]. - In addition, Su Nong Bank's executives plan to purchase at least 1.8 million yuan worth of A-shares within six months starting from November 11, 2025 [1]. - Qilu Bank disclosed that its management has already purchased approximately 3.15 million yuan worth of shares, achieving 90% of its planned increase since announcing its buyback plan in mid-September [1].

Core Insights - The agricultural commercial bank sector experienced a decline of 0.94% on November 18, with Yunnan Agricultural Commercial Bank leading the drop [1] - The Shanghai Composite Index closed at 3939.81, down 0.81%, while the Shenzhen Component Index closed at 13080.49, down 0.92% [1] Stock Performance - The closing prices and changes for key agricultural banks are as follows: - Wuxi Bank (600908): Closed at 6.16, down 0.16% - Su Nong Bank (603323): Closed at 5.25, down 0.19% - Zhangjiagang Bank (002839): Closed at 4.59, down 0.22% - Shanghai Agricultural Bank (601825): Closed at 8.89, down 0.34% - Changshu Bank (601128): Closed at 7.08, down 0.56% - Jiangyin Bank (002807): Closed at 4.84, down 0.62% - Ruifeng Bank (601528): Closed at 5.56, down 0.89% - Qingnong Bank (002958): Closed at 3.19, down 0.93% - Zijin Bank (601860): Closed at 2.84, down 1.39% - Yunnan Agricultural Bank (601077): Closed at 6.68, down 2.34% [1] Capital Flow - The agricultural commercial bank sector saw a net outflow of 84.52 million yuan from main funds, while retail funds experienced a net inflow of 42.45 million yuan [1] - The detailed capital flow for selected banks includes: - Su Nong Bank: Main funds net inflow of 11.60 million yuan, retail net outflow of 6.05 million yuan - Qingnong Bank: Main funds net inflow of 5.36 million yuan, retail net outflow of 4.42 million yuan - Ruifeng Bank: Main funds net inflow of 3.82 million yuan, retail net outflow of 1.59 million yuan - Zijin Bank: Main funds net inflow of 3.54 million yuan, retail net outflow of 1.21 million yuan - Wuxi Bank: Main funds net inflow of 3.32 million yuan, retail net inflow of 2.90 million yuan - Yunnan Agricultural Bank: Main funds net outflow of 60.81 million yuan, retail net inflow of 39.29 million yuan [2]

Group 1: Institutional Research on Popular Companies - The top twenty companies with the highest number of institutional research visits in the last 30 days include United Imaging Healthcare, Aibo Medical, Sanhua Intelligent Control, Zhaoyi Innovation, and Jinpan Technology [11] - In the last five days, the most popular companies for institutional research include Industrial Fulian, Anbotong, Boying Special Welding, Optoelectronics, and Anke Biology [11] - Among the top twenty companies in the last 30 days, 17 companies had ten or more rating agencies involved, with significant net profit growth expected for companies like Jiao Cheng Ultrasound, Ninebot Company-WD, and United Imaging Healthcare in Q1-Q3 of 2025 compared to the same period in 2024 [11][12] Group 2: Shareholder Increase in A-Share Listed Companies - From November 10 to November 14, 2025, only one A-share listed company, Su Nong Bank, announced significant shareholder increase progress [16] - From January 1 to November 14, 2025, a total of 290 companies announced shareholder increase progress, with 74 of them having ten or more rating agencies involved [17] Group 3: Share Buyback Situation in A-Share Listed Companies - From November 10 to November 14, 2025, 70 companies announced buyback progress, with 13 having ten or more rating agencies involved [20] - Among these, 18 companies had an average expected buyback amount exceeding 1% of their market value on the announcement date, with a focus on companies like Rongsheng Environmental Protection, Chengde Lulou, and Jiamei Packaging [20] - From January 1 to November 14, 2025, a total of 1,804 companies announced buyback progress, with 342 having ten or more rating agencies involved, and 91 companies had a significant expected buyback amount [22]

Market Overview - The rural commercial bank sector experienced a decline of 1.94% on November 17, with Jiangyin Bank leading the drop [1] - The Shanghai Composite Index closed at 3972.03, down 0.46%, while the Shenzhen Component Index closed at 13202.0, down 0.11% [1] Individual Stock Performance - Key stocks in the rural commercial bank sector showed the following closing prices and changes: - Zijin Bank: 2.88, down 0.69% - Wuxi Bank: 6.17, down 1.12% - Qingnong Bank: 3.22, down 1.23% - Sunong Bank: 5.26, down 1.31% - Ruifeng Bank: 5.61, down 1.41% - Zhangjiagang Bank: 4.60, down 1.50% - Changshu Bank: 7.12, down 1.52% - Yunnan Rural Commercial Bank: 6.84, down 2.15% - Hunan Rural Commercial Bank: 8.92, down 2.41% - Jiangyin Bank: 4.87, down 2.79% [1] Capital Flow Analysis - The rural commercial bank sector saw a net inflow of 7.09 million yuan from institutional investors, while retail investors experienced a net outflow of 69.16 million yuan [1] - The following table summarizes the capital flow for individual stocks: - Su Nong Bank: Institutional net outflow of 37.41 million yuan, retail net outflow of 23.52 million yuan - Wuxi Bank: Institutional net inflow of 20.36 million yuan, retail net outflow of 16.42 million yuan - Qingnong Bank: Institutional net inflow of 8.88 million yuan, retail net outflow of 4.44 million yuan - Zhangjiagang Bank: Institutional net inflow of 0.09 million yuan, retail net outflow of 4.14 million yuan - Zijin Bank: Institutional net outflow of 2.25 million yuan, retail net inflow of 1.99 million yuan - Hunan Rural Commercial Bank: Institutional net outflow of 3.01 million yuan, retail net outflow of 5.89 million yuan - Yunnan Rural Commercial Bank: Institutional net outflow of 3.03 million yuan, retail net outflow of 3.84 million yuan - Jiangyin Bank: Institutional net outflow of 4.77 million yuan, retail net outflow of 10.49 million yuan - Ruifeng Bank: Institutional net outflow of 7.96 million yuan, retail net inflow of 3.60 million yuan - Changshu Bank: Institutional net outflow of 38.61 million yuan, retail net inflow of 44.61 million yuan [2]

Core Insights - A total of 8 A-share listed banks have completed their mid-term dividend distributions for 2025, with notable first-time distributions from banks like Changshu Bank, Changsha Bank, and Su Nong Bank [1][3] - Minsheng Bank leads in dividend payout with a total of 5.954 billion yuan, while other banks like Suzhou Bank, Hangzhou Bank, and CITIC Bank are set to distribute dividends next week [1][3] - The trend of mid-term dividends is shifting from an optional practice to a positive factor for smaller banks, as evidenced by Hangzhou Bank's 24.10% year-on-year increase in its dividend payout [3] Summary by Category Dividend Distribution - As of this week, 23 A-share listed banks have disclosed their mid-term dividend plans, accounting for 56.10% of the total, with a cumulative payout of 257.586 billion yuan [3] - The six major state-owned banks collectively account for nearly 80% of the total mid-term dividend payouts, with Industrial and Commercial Bank of China leading at 50.396 billion yuan [3] First-time Dividend Payouts - Seven banks, including Changshu Bank, Ningbo Bank, and Zhangjiagang Bank, have initiated mid-term dividends for the first time, with Changshu Bank distributing 0.15 yuan per share, totaling 0.497 billion yuan [3][4] - Changsha Bank's payout is 0.20 yuan per share, amounting to 0.804 billion yuan, while Su Nong Bank and Zhangjiagang Bank's first-time payouts are 0.182 billion yuan and 0.244 billion yuan, respectively [3] Future Dividend Plans - Jiangyin Bank has announced a proposed dividend of 0.10 yuan per share, pending shareholder approval [4] - Zheshang Bank's vice president indicated that the bank has distributed over 13.2 billion yuan in dividends over the past three years and is considering future dividend arrangements based on policies and industry practices [4]

Investment Rating - The report does not explicitly state an investment rating for the banking sector, but it provides detailed insights into dividend yields and distribution processes, which can inform investment decisions. Core Insights - The report outlines the latest dividend yields and mid-term dividend processes for A and H shares of listed banks, emphasizing the importance of accurately calculating dynamic dividend yields to avoid discrepancies across periods [1][2]. - It details the two processes for mid-term dividends following the 2023 revision of the regulatory guidelines, highlighting the conventional and simplified processes for implementing mid-term dividends [2]. - The report provides a comprehensive overview of key dates related to dividend distribution for both A and H shares, including the importance of purchasing shares before the ex-dividend date to qualify for dividends [3][4]. Summary by Sections Dynamic Dividend Yield Calculation - A simplified yet accurate method for calculating dynamic dividend yield is introduced, defined as "rolling 12-month EPS * cash dividend rate / share price," which helps avoid issues related to overlapping or missing annual and mid-term dividends [1]. - The report calculates the cash dividend rate using a standardized approach across different banks, resulting in a clear comparison of dividend yields as of November 13, 2025 [1]. Mid-Term Dividend Processes - The report explains the two processes for mid-term dividends: the conventional process requiring shareholder approval and a simplified process allowing for quicker implementation [2]. - The simplified process is designed to enhance flexibility for companies in distributing mid-term dividends, thereby improving shareholder returns [2]. Dividend Distribution Key Dates - For A shares, investors must purchase shares before the ex-dividend date to receive dividends on the same day, while H shares typically see a delay of about one month for dividend payments [3][4]. - The report outlines the differences in the dividend distribution timeline between A and H shares, emphasizing the need for investors to be aware of these timelines to maximize their returns [3][4]. Mid-Term Dividend Progress - As of November 13, 2025, 31 A-share banks have confirmed mid-term dividends, while 11 H-share banks have also confirmed their dividend distributions [9][11]. - The report categorizes banks based on their dividend status, detailing those that have implemented dividends, those that are pending, and those that have opted not to distribute dividends [9][10][11]. - It highlights that the end of 2025 and early 2026 is expected to be a peak period for mid-term dividend distributions, suggesting potential investment opportunities for dividend-seeking investors [11].