2025 年第二次临时股东会 会议材料 2025 年 11 月 20 日 1 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会议材料目录 | 2025 年第二次临时股东会会议议程 3 | | | --- | --- | | 2025 年第二次临时股东会会议须知 4 | | | 审议议案一：关于选举王亮先生为第七届董事会执行董事的议案 6 | | | 审议议案二：关于选举夏立军先生为第七届董事会执行董事的议案 7 | | | 审议议案三：关于选举乔林建先生为第七届董事会非执行董事的议案 | 8 | | 审议议案四：关于发行苏州农商银行科技创新债券的议案 | 9 | | 审议议案五：关于修订《关联交易管理办法》的议案 | 11 | 2 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会议议程 现场会议时间：2025 年 11 月 20 日 14：30 现场会议地点：江苏省苏州市吴江区东太湖大道 10888 号 5 楼报告厅 主持人：董事长徐晓军 一、主持人宣布会议开始 二、宣布股东会现场出席情况 三、宣读股东会注意事项 四、审议各项议案 五、股东发言及提问 3 1、关于选举王亮先生为 ...

Core Viewpoint - The rural commercial bank sector experienced a slight increase of 0.34% on November 12, with Yunnan Rural Commercial Bank leading the gains, while the Shanghai Composite Index fell by 0.07% and the Shenzhen Component Index decreased by 0.36% [1] Group 1: Market Performance - The closing price of Yunnan Rural Commercial Bank was 7.07, with an increase of 1.29% and a trading volume of 786,800 shares, amounting to a transaction value of 560 million yuan [1] - Zhangjiagang Bank closed at 4.70, up 0.86%, with a trading volume of 364,600 shares and a transaction value of 171 million yuan [1] - Wuxi Bank's closing price was 6.30, reflecting an increase of 0.80%, with a trading volume of 156,400 shares and a transaction value of approximately 98.55 million yuan [1] - Su Nong Bank closed at 5.38, up 0.37%, with a trading volume of 291,500 shares and a transaction value of 157 million yuan [1] - Ruifeng Bank's closing price was 5.68, with a 0.35% increase, trading 132,800 shares for a total value of approximately 7.55 million yuan [1] - Zijin Bank closed at 2.89, up 0.35%, with a trading volume of 578,600 shares and a transaction value of 167 million yuan [1] - Qingnong Bank closed at 3.28, reflecting a 0.31% increase, with a trading volume of 896,200 shares and a transaction value of 294 million yuan [1] - Jiangyin Bank's closing price was 5.05, unchanged, with a trading volume of 419,400 shares and a transaction value of 212 million yuan [1] - Changshu Bank closed at 7.25, unchanged, with a trading volume of 330,700 shares and a transaction value of 241 million yuan [1] - Shanghai Rural Commercial Bank closed at 9.04, down 0.33%, with a trading volume of 147,500 shares and a transaction value of 134 million yuan [1] Group 2: Fund Flow Analysis - The rural commercial bank sector saw a net outflow of 26.19 million yuan from main funds, while speculative funds experienced a net inflow of 34.43 million yuan, and retail investors had a net outflow of 8.24 million yuan [1]

Core Insights - The A-share market has seen a strong performance in bank stocks, with Agricultural Bank leading the gains, rising over 3% [1] - Major banks such as Industrial and Commercial Bank of China also reached historical highs [1] Summary by Category Stock Performance - Agricultural Bank: Increased by 3.13%, total market value at 299.59 billion, year-to-date increase of 67.50% [2] - Bank of China: Increased by 2.29%, total market value at 187.21 billion, year-to-date increase of 10.15% [2] - Chongqing Rural Commercial Bank: Increased by 1.86%, total market value at 8.07 billion, year-to-date increase of 23.17% [2] - Industrial and Commercial Bank: Increased by 1.59%, total market value at 295.46 billion, year-to-date increase of 24.83% [2] - Postal Savings Bank: Increased by 1.37%, total market value at 70.98 billion, year-to-date increase of 9.16% [2] - Construction Bank: Increased by 1.36%, total market value at 252.97 billion, year-to-date increase of 15.18% [2] - Transportation Bank: Increased by 1.35%, total market value at 66.18 billion, year-to-date increase of 1.43% [2] - Lanzhou Bank: Increased by 1.23%, total market value at 1.40 billion, year-to-date increase of 4.12% [2] - Minsheng Bank: Increased by 0.99%, total market value at 17.86 billion, year-to-date increase of 3.24% [2] - Shanghai Bank: Increased by 0.99%, total market value at 14.54 billion, year-to-date increase of 17.80% [2] - Yuanxi Bank: Increased by 0.96%, total market value at 1.38 billion, year-to-date increase of 10.50% [2] - Sunong Bank: Increased by 0.93%, total market value at 1.09 billion, year-to-date increase of 17.92% [2] - Changsha Bank: Increased by 0.90%, total market value at 4.05 billion, year-to-date increase of 20.86% [2] - Jiangsu Bank: Increased by 0.90%, total market value at 20.55 billion, year-to-date increase of 19.80% [2]

Investment Rating - The report maintains a "Buy" rating for the company, indicating a strong belief in its potential to outperform the market by more than 20% over the next six months [7]. Core Insights - The new management team at the company has committed to purchasing at least 1.8 million yuan worth of shares within six months, demonstrating confidence in the company's long-term value [4][7]. - The company has shown stable profit growth, with a 5% year-on-year increase in net profit for the first nine months of 2025, despite only a 0.1% increase in revenue [7]. - The company is balancing growth and risk management, maintaining a non-performing loan (NPL) ratio of 0.9% and a provision coverage ratio exceeding 350% [7]. - The report highlights the company's strategy of supporting local economies while ensuring sustainable profitability, with a loan growth of 8.7% year-on-year in Q3 2025 [7]. - The management's proactive share purchase is expected to catalyze valuation recovery, especially as demand begins to rebound [7]. Financial Data and Profit Forecast - Total revenue is projected to grow from 4,045.97 million yuan in 2023 to 4,620.52 million yuan by 2027, with a compound annual growth rate (CAGR) of approximately 4.5% [6][8]. - Net profit attributable to shareholders is expected to increase from 1,742.59 million yuan in 2023 to 2,264.95 million yuan in 2027, reflecting a CAGR of about 5.5% [6][8]. - The company's return on equity (ROE) is forecasted to decline from 11.62% in 2023 to 9.98% in 2027, indicating a gradual decrease in profitability relative to equity [6][8]. - The price-to-book (P/B) ratio is projected to decrease from 0.69 in 2024 to 0.46 in 2027, suggesting an improvement in valuation metrics over time [6][8]. Market Comparison - As of November 11, 2025, the company's closing price is 5.36 yuan, with a market capitalization of approximately 10.8 billion yuan [10]. - The company has a dividend yield of 5.04%, which is competitive compared to other listed banks [10]. - The report compares the company's valuation metrics favorably against peers, with a projected P/E ratio of 5.30 for 2025, indicating potential for attractive returns relative to earnings [10].

Investment Rating - The investment rating for Su Nong Bank is maintained at "Neutral" [1][9]. Core Views - The new management team, including the president and vice presidents, has announced a plan to voluntarily increase their shareholding, demonstrating their commitment and confidence in the bank's future development [2][4]. - Su Nong Bank continues to implement its "Three-One-Five" development strategy and focuses on the "Three Advances" regional development strategy, which aims to enhance its market position and operational efficiency [7]. - The bank's latest quarterly report shows stable growth in performance, with a year-on-year increase in net profit and total assets, indicating a solid financial foundation [8]. Summary by Sections Management Changes - The recent appointment of the new president and vice presidents reflects a strategic shift towards a younger leadership team, which is expected to enhance the bank's long-term stability and strategic continuity [3][4]. Financial Performance - For the first three quarters of 2025, Su Nong Bank reported revenue of 3.221 billion yuan and a net profit of 1.708 billion yuan, representing year-on-year growth of 0.08% and 5.01%, respectively [8]. - The bank's total assets increased by 7.9% year-on-year to 226.7 billion yuan, with total loans growing by 8.7% to 138 billion yuan, supporting the demand for real economy development [8]. - The net interest margin showed a slight decline but is stabilizing, with non-interest income performing well, particularly in fees and commissions [8]. Profit Forecast - The profit forecast for Su Nong Bank remains unchanged, with expected net profits of 2.114 billion yuan, 2.298 billion yuan, and 2.492 billion yuan for 2025, 2026, and 2027, respectively, reflecting a growth rate of 8.7% for 2025 and 2026, and 8.5% for 2027 [9][12].

Core Insights - The rural commercial bank sector experienced a slight increase of 0.01% on November 11, with Zhangjiagang Bank leading the gains [1] - The Shanghai Composite Index closed at 4002.76, down 0.39%, while the Shenzhen Component Index closed at 13289.0, down 1.03% [1] Stock Performance - Zhangjiagang Bank (002839) closed at 4.66, up 1.08% with a trading volume of 305,100 shares and a transaction value of 1.42 billion [1] - Su Nong Bank (603323) closed at 5.36, up 0.94% with a trading volume of 200,500 shares and a transaction value of 107 million [1] - Jiangyin Bank (002807) closed at 5.05, up 0.80% with a trading volume of 394,000 shares and a transaction value of 1.98 billion [1] - Wuxi Bank (600908) closed at 6.25, up 0.64% with a trading volume of 137,500 shares and a transaction value of 85.68 million [1] - Qingnong Commercial Bank (002958) and Changshu Bank (601128) remained unchanged at 3.27 and 7.25 respectively [1] Fund Flow Analysis - The rural commercial bank sector saw a net outflow of 140 million from institutional investors, while retail investors contributed a net inflow of 79.48 million [1] - Zhangjiagang Bank had a net inflow of 6.31 million from institutional investors, but a net outflow of 4.63 million from retail investors [2] - Wuxi Bank experienced a net inflow of 2.46 million from institutional investors, with retail investors contributing a net inflow of 3.07 million [2] - Qingnong Commercial Bank faced a significant net outflow of 23.40 million from institutional investors, while retail investors contributed a net inflow of 20.09 million [2] - Yunnan Agricultural Bank (601077) had the highest net outflow of 87.93 million from institutional investors, with retail investors contributing a net inflow of 47.76 million [2]

Core Viewpoint - The newly appointed executives of Su Nong Bank, including the president and vice presidents, plan to increase their holdings in the bank's shares, demonstrating confidence in the bank's future development and long-term investment value [2][4]. Executive Shareholding Plans - President Wang Liang plans to purchase at least 800,000 RMB worth of shares, while Vice Presidents Fei Haibin and Geng Zhi each plan to buy at least 500,000 RMB worth of shares, totaling no less than 1.8 million RMB [2][4]. - The executives will use their own funds for these purchases [2]. Recent Executive Appointments - Wang Liang, born in 1982, has been appointed as the new president following the departure of former president Zhuang Yingjie due to work changes [4]. - Wang Liang previously served as the vice president of Yangzhou Rural Commercial Bank and Jiangnan Rural Commercial Bank [4]. - Fei Haibin and Geng Zhi have also been appointed as vice presidents [4]. Financial Performance - Su Nong Bank reported a revenue of 3.23 billion RMB for the first three quarters of 2025, reflecting a year-on-year growth of 0.08% [4]. - The bank achieved a net profit attributable to shareholders of 1.708 billion RMB, marking a year-on-year increase of 5.01% [4]. - As of the end of the third quarter, the bank's total assets amounted to 226.749 billion RMB, with net assets attributable to shareholders at 18.687 billion RMB [4]. Stock Market Performance - On November 10, Su Nong Bank's stock rose by 0.19%, closing at 5.31 RMB per share, with a total market capitalization of 10.72 billion RMB [5]. - The bank's price-to-book ratio is 0.57, and the dynamic price-to-earnings ratio is 5.3 [5].

Core Insights - Newly appointed executives of Su Nong Bank plan to increase their shareholding by at least 1.8 million yuan, reflecting their confidence in the bank's future development and long-term investment value [1][4]. Management Changes - Wang Liang has been appointed as the new president of Su Nong Bank, while Fei Haibin and Geng Zhi have been appointed as vice presidents. All three executives are newly promoted and were born in 1982, 1986, and 1985 respectively [4]. Shareholding Plans - The executives plan to increase their holdings within six months from the announcement date, with Wang Liang intending to invest at least 800,000 yuan, and both Fei Haibin and Geng Zhi planning to invest at least 500,000 yuan each. The funds for these purchases will come from their own resources [1][4]. Financial Performance - For the first three quarters of 2025, Su Nong Bank reported a revenue of 3.23 billion yuan, a year-on-year increase of 0.08%, and a net profit attributable to shareholders of 1.708 billion yuan, up 5.01% year-on-year. As of the end of the third quarter, the bank's total assets amounted to 226.749 billion yuan, with net assets attributable to shareholders at 18.687 billion yuan [4]. Stock Market Performance - On November 10, Su Nong Bank's stock price increased by 0.19%, closing at 5.31 yuan per share, with a total market capitalization of 10.72 billion yuan. The price-to-book ratio stands at 0.57, and the dynamic price-to-earnings ratio is 5.3 [5][6].

Core Viewpoint - The announcement from Sunong Bank indicates a strong confidence in the company's future development and long-term investment value, as evidenced by the planned share buyback by key executives [1] Summary by Relevant Sections - **Management Actions** - The President, Wang Liang, and Vice Presidents, Fei Haibin and Geng Zhixian, plan to increase their holdings in the company by purchasing at least 1.8 million RMB worth of A-shares within six months from the announcement date [1] - **Market Implications** - This move is expected to signal positive sentiment towards the company's stock, potentially influencing investor confidence and market perception [1]

Summary of Key Points Core Viewpoint - On November 10, several A-share listed companies disclosed their shareholding changes, with some announcing share buybacks while others reported share reductions by major shareholders [1]. Group 1: Share Buybacks - Hangcai Co. proposed to use 50 million to 100 million yuan of surplus funds for share repurchase [2]. - Sunong Bank executives plan to increase their holdings by no less than 1.8 million yuan in A-shares within six months [2]. - Jiangsu Cable's controlling shareholder received loan support for increasing A-share holdings [2]. Group 2: Share Reductions - A total of 25 A-share listed companies announced share reductions, including: - Aojing Medical plans to reduce no more than 0.19% of its shares by directors and executives [2]. - Maipu Medical's shareholder Guoshou Chengda intends to reduce no more than 1% of its shares [2]. - Shoulv Hotel's Ctrip Shanghai reduced 25.206 million shares on November 10 [2]. - Mingchen Health's controlling shareholder plans to reduce no more than 3% of the total share capital [2]. - Meiri Interactive's shareholder "I Got a Push" intends to reduce no more than 1% of its shares [2]. - Qicai Chemical's shareholder Beijing Fengyan plans to reduce no more than 0.98% of its shares [2]. - Other companies with planned reductions include Zhongheng Design, Xin Kaipu, Lianying Laser, Hongxin Electronics, and others, with reductions ranging from 0.07% to 5% [2].