| 编制单位：国盛金融控股集团股份有限公司 | | | | | | | | | | 单位：万元 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 非经营性 | | 占用方与上市公司 | 上市公司核算 | 2023年期初往来资 | 2023年1-6月往来累 | 2022年1-6月往来 | 2022年1-6月偿 | 2022年6月30日往来资 | | 占用性质 | | 资金占用 | 资金占用方名称 | 的关联关系 | 的会计科目 | 金余额 | 计发生金额（不含利 | 资金的利息 | 还累计发生金额 | 金余额 | 占用形成原因 | | | | | | | | 息） | （如有） | | | | | | 现大股东及 | 无 | | | | | | | | | | | 其附属企业 | | | | | | | | | | | | 小计 | — | — | — | | | | | | | — | | 前大股东及 | 无 | | | | | | | | | | | 其附属企业 | | | | | | | | | | | | 小计 ...

国盛金融控股集团股份有限公司独立董事 关于控股股东及其他关联方占用公司资金及公司对外担保情况 的专项说明和独立意见 根据《公司法》《上市公司监管指引第 8 号——上市公司资金往来、对外担 保的监管要求》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公 司规范运作》等法律法规、规范性文件及《公司章程》的规定，我们作为国盛金 融控股集团股份有限公司（以下简称"公司"）的独立董事，本着促进公司规范 治理和经营管理的目的，基于独立判断的立场，就 2023 年上半年控股股东及其 他关联方占用公司资金、公司对外担保情况发表专项说明和独立意见如下： 1.控股股东及其他关联方占用公司资金情况的专项说明和独立意见 经核查，2023 年上半年，公司未发生控股股东及其关联方占用公司资金的 情况，也不存在以前年度发生并延续到报告期的控股股东及其关联方违规占用资 金情况；截至 2023 年 6 月末，除合并范围内子公司资金往来外，公司未发生其 他关联方占用公司资金的情况，也不存在以前年度发生并延续到报告期的其他关 联方违规占用资金情况。 综上，我们认为，公司 2023 年上半年已严格按照相关法律、法规、规范性 文件及《公司 ...

Financial Performance - Total revenue for Q1 2023 was ¥409,262,313.99, a decrease of 21.71% compared to the same period last year[3] - Net profit attributable to shareholders was ¥45,174,191.25, a significant increase of 216.58% year-on-year[3] - The company's basic earnings per share for Q1 2023 was ¥0.0233, compared to a loss of ¥0.0200 in the same period last year, marking a 216.50% increase[3] - Net profit for Q1 2023 was CNY 45.04 million, a significant recovery from a net loss of CNY 38.86 million in Q1 2022[15] - The total comprehensive income for Q1 2023 was CNY 48.17 million, a recovery from a loss of CNY 40.22 million in the previous year[16] Cash Flow and Liquidity - The net cash flow from operating activities was -¥28,686,796.94, showing an improvement of 98.57% compared to the previous year[3] - The total cash inflow from financing activities was 255,000,000.00 CNY, while the cash outflow was 14,583,769.15 CNY, resulting in a net cash flow of -233,050,392.66 CNY[19] - The net increase in cash and cash equivalents was -266,179,725.34 CNY, compared to -1,496,502,986.78 CNY in the previous year[19] - The total cash and cash equivalents at the end of the period amounted to 11,028,160,638.79 CNY, down from 12,942,156,406.84 CNY at the beginning of the period[19] - The cash inflow from operating activities totaled 4,024,893,711.85 CNY, while cash outflow was 4,053,580,508.79 CNY[18] Assets and Liabilities - Total assets at the end of Q1 2023 reached ¥32,068,053,085.23, an increase of 4.17% from the end of the previous year[4] - The total current assets amounted to CNY 25.50 billion, up from CNY 24.12 billion, indicating a growth of approximately 5.73%[13] - The total liabilities decreased to CNY 25.49 billion from CNY 26.12 billion, showing a reduction of approximately 2.41%[13] - The company reported a total liability of CNY 21.07 billion, an increase of 6.2% from CNY 19.83 billion in the previous year[14] - The company’s total non-current liabilities decreased to CNY 1.58 billion from CNY 2.08 billion year-over-year[14] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 54,077, with the largest shareholder, Jiangxi Provincial Transportation Investment Group, holding 25.52% of the shares[9] - The company’s total equity attributable to shareholders was ¥10,998,519,850.18, a slight increase of 0.44% from the previous year[4] - The total equity attributable to shareholders of the parent company was CNY 10.99 billion, up from CNY 10.95 billion year-over-year[14] - The company maintains a strong position with major shareholders being state-owned entities, ensuring stability in governance and decision-making[9] Investment and Financial Assets - The company reported a 33.07% increase in trading financial assets, totaling ¥6,842,878,707.28, primarily due to increased bond investments[7] - The company's financial assets held for trading increased to CNY 6.84 billion, up from CNY 5.14 billion, representing a growth of about 33.06%[12] - The company recorded an investment income of CNY 77.06 million, an increase from CNY 41.13 million in the same period last year[15] Tax and Expenses - The company reported a 196.61% increase in income tax expenses, totaling ¥35,457,055.52, attributed to a rise in total profit[8] - Cash received from interest, fees, and commissions was CNY 459.37 million, down from CNY 555.70 million in the previous year[17] - The cash paid to employees was 301,463,588.58 CNY, compared to 344,650,865.72 CNY in the previous year[18] Future Outlook - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming quarters[15]

Business Transition and Structure - The company reported a significant change in its main business, transitioning from manufacturing to financial services, specifically capital market services, following the acquisition of 100% of Guosheng Securities in 2016[10]. - The company’s major shareholder changed to Jiangxi Transportation Investment Group in September 2022, indicating a shift in ownership structure[10]. - The company completed a share transfer agreement on July 13, 2022, with five state-owned enterprises from Jiangxi, resulting in a 50.42% stake transfer[14]. - The company’s registered address is located in Shunde District, Foshan City, Guangdong Province, with its main office in Nanchang City, Jiangxi Province[6]. - The company operates 2 subsidiaries in Jiangxi Province and 3 in Guangdong Province, among others[17]. - The company has a total of 94 business departments in Jiangxi Province and 10 in Guangdong Province[17]. Financial Performance - Total revenue for 2022 was ¥1,894,007,280.28, a decrease of 19.33% compared to ¥2,347,750,238.09 in 2021[19]. - Net profit attributable to shareholders was -¥436,745,642.33 in 2022, a decline of 668.02% from ¥76,888,649.97 in 2021[19]. - The net cash flow from operating activities was -¥1,892,674,124.88, compared to ¥2,987,830,102.18 in the previous year[19]. - Total assets at the end of 2022 were ¥30,783,063,381.62, a decrease of 1.77% from ¥31,339,037,896.43 at the end of 2021[19]. - Net assets attributable to shareholders decreased by 3.70% to ¥10,950,217,714.03 from ¥11,370,652,014.14 in 2021[19]. - Basic and diluted earnings per share were both -¥0.2257 in 2022, compared to ¥0.0397 in 2021[19]. - The weighted average return on equity was -3.91%, a decrease of 4.59 percentage points from 0.68% in 2021[19]. Revenue Sources and Business Segments - The company’s total revenue includes interest income, commission income from securities business, and revenue from non-securities business, reflecting its diversified financial operations[2]. - The brokerage and wealth management business generated revenue of 556 million yuan, down 12.85% year-on-year, impacted by a 15% drop in the Shanghai Composite Index[29]. - The credit business revenue was 340 million yuan, reflecting an 18.52% decrease, with margin financing and securities lending showing a 10% decline in average daily scale[30]. - The research department achieved net commission income of 426 million yuan, maintaining a stable market share in the Shanghai and Shenzhen exchanges[30]. - The company’s investment business focuses on sectors such as new information technology, smart manufacturing, new energy, healthcare, and consumption upgrades, with both domestic and international investment platforms[28]. Operational Efficiency and Strategic Focus - The company plans to enhance its operational efficiency and service capabilities in response to the evolving needs of the securities market[24]. - The company is focusing on wealth management, investment banking, and asset management to adapt to the changing market landscape[24]. - The company aims to optimize its organizational structure to improve efficiency and reduce costs[59]. - The company is focused on enhancing employee loyalty and reducing talent turnover through improved organizational structure and incentive mechanisms[62]. - The company is likely to pursue new business opportunities and partnerships as part of its future growth plans[71]. Risk Management and Compliance - The company acknowledges risks including policy, operational, and talent retention risks that may impact future performance[60][61]. - A comprehensive risk management system will be established to enhance internal control and governance[59]. - The company has implemented measures to mitigate liquidity risk, including strict compliance with laws and regulations, and enhancing risk management systems[62]. - The company has established a comprehensive risk management framework to support stable business development and improve compliance risk control capabilities[62]. Shareholder Engagement and Governance - The company held its 2021 Annual General Meeting with a participation rate of 39.96% on May 16, 2022, and the first temporary shareholders' meeting of 2022 with a participation rate of 39.99% on May 17, 2022[66]. - The second temporary shareholders' meeting of 2022 had a participation rate of 72.67% on October 12, 2022, indicating increased shareholder engagement[66]. - The company maintains independence from its controlling shareholder in business operations, personnel, assets, institutions, and finances[65]. - The company has established an independent financial department with a dedicated accounting system, ensuring financial independence[65]. - The company emphasizes internal audits and real-time risk monitoring to prevent operational risks[62]. Leadership and Management Changes - The company experienced a leadership change in October 2022, with the resignation of Chairman Du Li and Vice Chairman Zhang Wei due to personal reasons[70]. - In December 2022, several board members and executives, including Director Li Yingming and Financial Director Wu Yanyan, resigned for personal reasons[70]. - The current board consists of 11 members, with no changes in shareholding reported during the period[68]. - The company appointed new board members and executives on October 12, 2022, and December 2, 2022, to address operational needs[71]. - The financial management team has been strengthened with the appointment of a new CFO, Liu Xiangyang, effective December 2, 2022[72]. Social Responsibility and Community Engagement - The company has actively participated in social responsibility initiatives, including the "Ying Shan Hong" action to support the high-quality development of the capital market in Jiangxi Province[101]. - The company organized a charity event in May, donating approximately CNY 19,600 worth of educational supplies to children in a poverty-stricken area[104]. - In November, the company donated over 18,000 financial literacy books to 105 schools, benefiting over 5,000 students, with a total value of approximately CNY 17,000[104]. - In December, the company conducted a charity event for an elderly care home, purchasing goods worth approximately CNY 20,000[104]. Audit and Financial Reporting - The audit opinion for the financial report was a standard unqualified opinion, issued on April 6, 2023[160]. - The auditors confirmed that they obtained sufficient and appropriate audit evidence to support their audit opinion on the financial statements[166]. - The audit report did not identify any significant misstatements in the financial statements or other information[164]. - The company has not received any non-standard audit reports for the reporting period[118]. Related Party Transactions and Compliance - The company guarantees no direct or indirect control over businesses that may compete with Guosheng Financial Holdings[106]. - The company ensures that any related transactions with Guosheng Financial Holdings are conducted on a fair and reasonable basis[106]. - The company maintains the independence of its listed company, ensuring no misuse of funds or assets by controlling entities[108]. - The company has established an independent financial accounting department and management system for the listed company[108]. Future Outlook and Strategic Plans - The company provided a future outlook projecting a revenue growth of 10% for the next fiscal year, driven by new product launches and market expansion strategies[74]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% increase in market share within the next two years[74]. - A strategic acquisition of a local competitor is expected to be finalized by Q3 2023, which will enhance the company's service offerings[75].