北京市中伦律师事务所 关于广州越秀资本控股集团股份有限公司 2025 年第三次临时股东大会的 法律意见书 二〇二五年七月 北京市中伦律师事务所 关于广州越秀资本控股集团股份有限公司 2025 年第三次临时股东大会的 法律意见书 致：广州越秀资本控股集团股份有限公司 北京市中伦律师事务所（以下简称"本所"）作为广州越秀资本控股集团股 份有限公司（以下简称"公司"）的常年法律顾问，受公司委托，指派律师出席 公司 2025 年第三次临时股东大会（以下简称"本次股东大会"）。本所律师根据 《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》 （以下简称"《证券法》"）、《上市公司股东会规则(2025 修订)》（以下简称"《股 东会规则》"）等相关法律、法规、规范性文件及《广州越秀资本控股集团股份有 限公司章程》（以下简称"《公司章程》"），对本次股东大会进行见证并出具法律 意见。 本所及经办律师依据《证券法》《律师事务所从事证券法律业务管理办法》 和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具日以前已经 发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原则， 进行 ...

广州越秀资本控股集团股份有限公司 2025 年第三次临时股东大会决议公告 证券代码：000987 证券简称：越秀资本 公告编号：2025-041 本公司及董事会全体成员保证信息披露内容的真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 重要提示： 1、本次股东大会无增加、变更、否决提案的情况。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 广州越秀资本控股集团股份有限公司（以下简称"公司"）分 别于 2025 年 7 月 2 日、2025 年 7 月 11 日在《证券时报》《中国 证券报》和巨潮资讯网（www.cninfo.com.cn）披露了《关于召开 2025 年第三次临时股东大会的通知》（公告编号：2025-038）和 《关于召开 2025 年第三次临时股东大会的提示性公告》（公告编 号：2025-040），现将 2025 年第三次临时股东大会的决议情况公 告如下： 一、会议召开和出席情况 （一）会议召开情况 现场会议时间：2025 年 7 月 17 日下午 15:00 开始。 网络投票时间：通过深圳证券交易所交易系统进行网络投票 的时间为 2025 年 7 月 17 日上午 9:15- ...

Core Points - Multiple regions in China, including Jiangsu, Guangdong, Tianjin, and Shaanxi, are intensively establishing mother funds focusing on sectors like biomedicine, artificial intelligence, low-altitude economy, intelligent robotics, and integrated circuits [1] - The establishment of new funds in Zhejiang, Fujian, Guangdong, and Jilin is primarily targeting smart manufacturing, integrated circuits, optoelectronic information, new energy vehicles, new materials, and health care [1] - The Shanghai Municipal Economic and Information Commission has issued a three-year action plan (2025-2027) to support high-growth enterprises, emphasizing increased entrepreneurial funding and optimizing the assessment mechanism for state-owned funds [1][34] Group 1 - Shaanxi has launched a 100 billion yuan provincial-level science and technology mother fund and a 300 billion yuan fund matrix to empower three reforms in the region [2] - The Qin Chuang Yuan company will manage the mother fund, which aims to create a significant brand and systematic fund matrix in Shaanxi and nationwide [2] - The fund will focus on the entire lifecycle of technology innovation and investment projects [2] Group 2 - Suzhou has announced the establishment of two 100 billion yuan funds: the Suzhou Talent Fund and the Suzhou Major Industry Development Fund [3] - The Suzhou Talent Fund, part of the "Three Hundred Project," will focus on investing in talent-driven enterprises and aims to create a supportive ecosystem for innovation and entrepreneurship [4] - The Major Industry Development Fund will concentrate on "chain master" projects in significant industrial sectors to enhance Suzhou's industrial system [4] Group 3 - Guangdong and Zhejiang have signed an agreement to establish a 10 billion yuan industry investment mother fund, focusing on attracting key enterprises to the region [5] - The fund aims to connect capital with technology, talent, and projects to promote industrial upgrades in the area [5] Group 4 - Tianjin's Economic Development Zone has successfully expanded its science and technology innovation mother fund from 95 million yuan to 380 million yuan [6][7] - The fund will support the establishment of sub-funds focusing on various industries, enhancing the synergy of state-owned capital [7] Group 5 - Pizhou City is seeking to establish a strategic emerging industry investment mother fund, focusing on semiconductor equipment, high-end intelligent manufacturing, and other emerging sectors [8] - The fund will utilize direct investment and sub-fund establishment to participate in project investments [8] Group 6 - Guangzhou's investment company and Nansha have announced a partnership to create a 100 billion yuan digital industry fund, focusing on software, information technology, and artificial intelligence [9] - This fund aims to support the growth of local digital industry enterprises and enhance Nansha's position in the digital economy [9] Group 7 - The establishment of the "Pudong Chuanglian Fund" marks the first town-level guiding fund in Shanghai, with a total scale of 200 million yuan [10][11] - The fund will focus on high-end biomedicine and integrated circuit equipment, aiming to attract quality enterprises to the region [11] Group 8 - The "Chengtong Science and Technology (Jiangsu) Fund" has been signed with a scale of 10 billion yuan, focusing on new materials and advanced manufacturing [12] - The fund aims to support early and mid-stage technology projects and facilitate the commercialization of scientific research [12] Group 9 - The Wuhan Donggao Frontier Phase II Fund has been established with a capital of 500 million yuan, focusing on intelligent manufacturing and integrated circuits [13] - The fund aims to invest in high-quality enterprises in cutting-edge technology sectors [13] Group 10 - The Fujian Provincial Specialized and Innovative Fund has been registered with a target scale of 2 billion yuan, focusing on strategic emerging industries [14] - The fund aims to empower specialized and innovative small and medium-sized enterprises in the region [14] Group 11 - The "San Shui Emerging Industry Fund" in Foshan has been established with a total scale of 1 billion yuan, focusing on new energy and artificial intelligence [16] - The fund aims to enhance the competitiveness of local industries and attract quality projects [16] Group 12 - The "Energy Transition Fund" has been launched by Hong Kong's Good Water Capital and Oman Future Fund, with a scale of 200 million USD, focusing on renewable energy [17] - The fund aims to support Oman’s energy structure transformation and contribute to its net-zero goals by 2050 [17] Group 13 - Renault has partnered with China International Capital Corporation to establish an electric vehicle industry fund, focusing on battery technology and intelligent driving [18][19] - This collaboration aims to create a cycle of technological innovation and industry capital empowerment in the electric vehicle sector [19] Group 14 - The "Hubei Yangtze No. 1 Health Industry Investment Fund" has been established with a capital of 3.4 billion yuan, focusing on health-related investments [21] - The fund aims to support the development of the health industry in Hubei province [21] Group 15 - The "Yangzhou Automotive and Parts Industry Investment Fund" has been established with a scale of 1.25 billion yuan, focusing on new energy and intelligent connected vehicles [22] - The fund aims to enhance innovation in the automotive industry cluster [22] Group 16 - The "Jilin Qizhi Automotive Industry Chain Venture Capital Fund" has been established with a scale of 1 billion yuan, focusing on new energy vehicles [23] - The fund aims to support the development of the automotive industry chain in Jilin [23] Group 17 - The collaboration between Haibo Shichuang and Guangzhou Yuexiu Industry Investment Fund aims to create a benchmark energy storage industry fund [24][25] - The fund will provide capital support for quality energy storage projects and promote the development of a new ecosystem for energy storage assets [25] Group 18 - The establishment of the "Kehui Smart Energy Fund II" with a scale of 1 billion yuan aims to support innovation in the renewable energy sector [26] - The fund will focus on both equity and asset investments to drive technological advancements in the energy industry [26] Group 19 - Coller Capital has successfully raised 6.8 billion USD for its second private credit fund, continuing its leadership in the secondary market for private assets [27] - This fundraising reflects Coller Capital's global strategy and innovative investment approach [27] Group 20 - Tencent has invested over 200 million yuan in the Morning One Fund, marking its strategic positioning in the current merger and acquisition landscape [28][29] - This investment is seen as a move to strengthen Tencent's influence in the competitive market [29] Group 21 - The Asian Infrastructure Investment Bank (AIIB) has signed a strategic partnership agreement with the Hong Kong Monetary Authority to invest in venture capital funds focused on emerging markets [30] - This collaboration aims to support green transformation and infrastructure development in Asian emerging economies [30] Group 22 - Shanghai has introduced new measures to promote the development of the AI industry, with a focus on application scenarios and innovation [31][32] - The city aims to enhance its AI industry scale, which has already exceeded 118 billion yuan, with significant profit growth [33]

Group 1: Financial Performance - In 2024, Yuexiu Leasing achieved operating income of CNY 5.989 billion, a year-on-year increase of 39.00% [1] - Net profit reached CNY 1.632 billion, growing by 17.74% year-on-year [1] - The company distributed cash dividends totaling CNY 8.50 billion, with a cash dividend rate of 37.04% for 2024 [6] Group 2: Business Strategy - Yuexiu Leasing is focusing on a "financing leasing + new energy" dual-driven strategy, significantly enhancing its green transformation [1] - The company has invested CNY 23.402 billion in new energy projects in 2024, with a total installed capacity of household photovoltaic systems reaching 11.72 GW by the end of the year [2] - The company is exploring high-end equipment and emerging business areas to diversify its asset structure [1] Group 3: Green Energy Initiatives - The household photovoltaic installed capacity increased from 10.60 GW in June 2024 to 11.77 GW by June 2025, representing an approximate growth of 85% [2] - Electricity revenue from photovoltaic business reached CNY 3.069 billion, a remarkable year-on-year growth of 552% [2] - The company is enhancing operational efficiency and asset returns through standardized and systematic development of new energy products [3] Group 4: Investment Strategy - In the first half of 2025, the investment business saw significant returns by collaborating with leading companies in aerospace, automotive, integrated circuits, and artificial intelligence [5] - The company is actively exploring H-share IPOs and private placements to enhance performance stability [5] - A dual return mechanism of "defensive + growth" has been established through investments in high-dividend quality assets [5]

证券代码：000987 证券简称：越秀资本 公告编号：2025-040 广州越秀资本控股集团股份有限公司 关于召开 2025 年第三次临时股东大会的提示性公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 广州越秀资本控股集团股份有限公司（以下简称"公司"） 于 2025 年 7 月 2 日在《证券时报》《中国证券报》和巨潮资讯网 （www.cninfo.com.cn，下同）披露了《关于召开 2025 年第三次 临时股东大会的通知》（公告编号：2025-038），定于 2025 年 7 月 17 日以现场投票和网络投票相结合的表决方式召开 2025 年第三 次临时股东大会。根据有关规定，公司现发布召开股东大会的提 示性公告如下： 一、会议基本情况 （一）会议届次：2025 年第三次临时股东大会。 （二）会议召集人：公司董事会，公司第十届董事会第二十 四次会议决议召开 2025 年第三次临时股东大会。 （三）本次股东大会的召集程序符合有关法律、行政法规、 部门规章、规范性文件及公司《章程》的规定，召集人资格合法 有效。 （四）会议召开时间 1、现场会议：202 ...

Group 1 - The core viewpoint of the news is that Yuexiu Capital's stock price has increased by 4.44% to 8.0 yuan, with a rolling PE ratio of 16.16, marking a new low in 159 days, and a total market capitalization of 401.37 billion yuan [1] - Yuexiu Capital ranks 7th in the multi-financial industry, which has an average PE ratio of 44.85 and a median of 31.14 [1] - On July 10, the net outflow of main funds for Yuexiu Capital was 107.04 million yuan, but over the past five days, there was a total inflow of 90.45 million yuan [1] Group 2 - The main business of Guangzhou Yuexiu Capital Holdings Group Co., Ltd. includes non-performing asset management, financing leasing, private equity fund management, and capital investment research and services [1] - The company's main products are non-performing asset management and disposal, as well as new energy business [1] - Yuexiu Capital has received several awards, including "Top 30 Private Equity Investment Institutions in China 2023" and "Top 3 Best State-owned Market-oriented Mother Funds in China" [1] Group 3 - In the latest quarterly report for Q1 2025, the company achieved an operating income of 2.742 billion yuan, a year-on-year decrease of 9.42%, while net profit was 657 million yuan, a year-on-year increase of 40.52%, with a gross profit margin of 22.24% [1]

Group 1 - The A-share financial sector has seen a significant rally, with notable increases in stocks such as Nanhua Futures, which has achieved two consecutive trading limits [1] - Other companies that experienced gains include Yuexiu Capital, China National Petroleum Capital, Hongye Futures, Bohai Leasing, and Shaanxi Guotou A [1]

Core Viewpoint - Yuexiu Capital (000987.SZ) is expected to achieve significant profit growth in the first half of 2025, driven by increased investment returns and successful green transformation efforts [2][4]. Financial Performance - The company anticipates a net profit of between 1.473 billion to 1.575 billion yuan for the first half of 2025, representing a year-on-year increase of 45% to 55% [2][4]. - The net profit after excluding non-recurring items is projected to be between 1.466 billion to 1.567 billion yuan, reflecting a growth of 69% to 81% [2][4]. - In 2024, Yuexiu Capital's operating revenue was 59.89 billion yuan, a year-on-year increase of 39%, with a net profit of 16.32 billion yuan, up 17.74% [9]. Business Segments - Yuexiu Capital operates a diversified financial service system with a "3+1" core industry structure, including financing leasing, non-performing asset management, investment management, and strategic investment in CITIC Securities [2][4]. - The company's renewable energy business has seen a significant increase in revenue share, rising from 0.27% in 2022 to 23.19% in 2024, marking it as a new growth point [6][7]. Green Transformation - The renewable energy segment achieved revenues of 30.69 billion yuan in 2024, with a staggering growth rate of 552.20% [7]. - The company has established a wholly-owned subsidiary, Yuexiu New Energy, to focus on solar, energy storage, and wind power sectors, contributing to its green transformation strategy [6][8]. Investment Activities - Yuexiu Capital's subsidiary, Guangzhou Asset, plans to use up to 204 million yuan of its own funds to increase its stake in Yuexiu Real Estate, enhancing collaboration in real estate asset management [3][10]. - As of the end of 2024, Guangzhou Asset had acquired 783.8 million shares of Yuexiu Real Estate, representing 1.95% of its total shares, with a total investment of 352 million yuan [10][11].

Group 1 - Morning Light Biological expects a net profit of 202.0 million to 232.0 million yuan for the first half of 2025, representing a year-on-year increase of 102.33% to 132.38% [1] - Northern Rare Earth anticipates a net profit of 900.0 million to 960.0 million yuan for the first half of 2025, with a significant year-on-year growth of 1882.54% to 2014.71% [1] - Youfa Group forecasts a net profit of 277.0 million to 307.0 million yuan for the first half of 2025, reflecting a year-on-year increase of 151.69% to 178.93% [1] Group 2 - Torch Electronics projects a net profit of approximately 247.0 million to 280.0 million yuan for the first half of 2025, indicating a year-on-year growth of 50.36% to 70.45% [3] - Zhiwei Intelligent expects a net profit of 91.98 million to 112.43 million yuan for the first half of 2025, with a year-on-year increase of 62.85% to 99.06% [4] - Youhao Group anticipates a net profit of 12.0 million yuan for the first half of 2025, representing a year-on-year growth of 51% [5] Group 3 - Nami Technology expects a net profit of 61.0 million to 73.0 million yuan for the first half of 2025, with a year-on-year increase of 35% to 62% [7] - Xinda Co. forecasts a net profit of 130.0 million to 150.0 million yuan for the first half of 2025, reflecting a substantial year-on-year growth of 2443.43% to 2834.73% [8] Group 4 - Shaanxi Coal Industry reported a coal production of 14.36 million tons in June, a year-on-year decrease of 5.07% [9] - Huanxu Electronics announced a consolidated revenue of 4.587 billion yuan in June, a year-on-year decline of 1.23% [10] Group 5 - Huadian International successfully issued 2.0 billion yuan in medium-term notes with a maturity of 3+N years and a coupon rate of 1.89% [20] - Zhongmin Energy reported a total power generation of 1.405 billion kilowatt-hours in the first half of 2025, a year-on-year decrease of 0.89% [20] Group 6 - Huaxia Biotech passed the FDA inspection with zero deficiencies, covering six major systems [21] - Ruikeda's application for convertible bond issuance has been accepted by the Shanghai Stock Exchange [22] Group 7 - Dafu Technology plans to invest no more than 100 million yuan in Anhui Yunta [42] - Tongda Co. won a bid for a project valued at 180.3 million yuan from the Southern Power Grid [46]

Market Overview - The A-share market experienced a rise and then a pullback, with the Shanghai Composite Index reaching a new high during the morning session before closing down [1] - The Shanghai Composite Index fell by 0.13%, the Shenzhen Component Index decreased by 0.06%, while the ChiNext Index rose by 0.16% [2][3] - The total market turnover was approximately 1.53 trillion yuan, an increase of 528 billion yuan compared to the previous trading day [2] Sector Performance - In terms of sector performance, the film and television, diversified finance, internet e-commerce, banking, and weight-loss drug sectors saw the largest gains, while the shipbuilding, non-ferrous metals, storage chips, and rare earth permanent magnet sectors experienced the most significant declines [3] Notable Stocks - Haosen Intelligent (688529), a BYD concept stock, hit the daily limit up of 20% [4] - New City, a leading stock in the new urbanization concept, also reached the daily limit up of 20%, while Guoyi Bidding hit a limit up of 30% [4] - Major bank stocks, including Industrial and Commercial Bank of China, Postal Savings Bank, and Agricultural Bank of China, reached historical highs during the session [4] BYD Developments - BYD announced the achievement of L4-level smart parking capabilities and committed to covering all users of its Tian Shen Yan vehicles in China for safety and loss in smart parking scenarios [7] - Smart parking is identified as a core scenario in smart driving, with the L4-level functionality being limited to this specific application [8] - Over 20 major domestic car manufacturers have announced new smart driving strategies and technology roadmaps this year, with the year 2025 being recognized as the "Year of Smart Driving" in the global automotive industry [9] Haosen Intelligent Insights - Haosen Intelligent is a supplier of intelligent manufacturing equipment for automotive powertrains, serving well-known brands such as SAIC-GM, Tesla, and BYD [10] - The company is rapidly developing its humanoid robot business and collaborating with leading domestic robot companies to create specialized humanoid robots [10] - The penetration rate of L2++ level smart auxiliary driving in vehicles priced below 100,000 yuan has achieved a breakthrough, driving rapid growth in the smart auxiliary driving incremental components industry [10] Financial Sector Activity - The diversified finance sector showed strong activity, with stocks like Yuexiu Capital hitting the daily limit up [12] - Recent measures announced by the People's Bank of China and the Hong Kong Monetary Authority aim to optimize the Bond Connect mechanism, supporting more domestic investors to invest in offshore bond markets [14][15] New Urbanization Sector - The new urbanization concept sector saw a strong performance, with leading stocks like New City and Guoyi Bidding hitting their daily limits [16][17] - The State Council has issued opinions to encourage local governments to enhance service efficiency and expand applications in various fields, including urban renewal [19]