2025 年第二次临时股东大会资料 1 2025 年第二次临时股东大会资料 目 录 | 序号 | 文件名称 | 页码 | | --- | --- | --- | | 1 案 | 关于提请审议修订《西部证券股份有限公司章程》的提 | 3 | | 2 | 关于提请审议修订《西部证券股份有限公司股东会议事 规则》的提案 | 4 | | 3 | 关于提请审议修订《西部证券股份有限公司董事会议事 规则》的提案 | 5 | | 4 | 关于提请审议修订《西部证券股份有限公司独立董事制 度》的提案 | 6 | | 5 | 关于提请审议修订《西部证券股份有限公司关联交易管 理制度》的提案 | 19 | | 6 | 关于提请审议取消公司监事会的提案 | 22 | | 7 | 关于提请审议公司董事会换届选举非独立董事的提案 | 23 | | 8 | 关于提请审议公司董事会换届选举独立董事的提案 | 28 | 2 2025 年第二次临时股东大会资料 2025 年第二次临时股东大会资料 2025 年 10 月 证券代码：002673 关于提请审议修订 《西部证券股份有限公司章程》的提案 各位股东： 根据新《公司法》《上市公司章程指引 ...

证券代码：002673 证券简称：西部证券 公告编号：2025-086 1、会议审议通过了修订《西部证券股份有限公司章程》。 西部证券股份有限公司 第六届监事会第十六次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 一、 监事会会议召开情况 西部证券股份有限公司（以下简称"公司"）于2025年10月24 日以电子邮件结合电话提示的方式，向公司第六届监事会全体监事发 出了召开第六届监事会第十六次会议的通知及议案等资料。2025年10 月30日，会议在西安市东新街319号8幢公司总部会议室以现场会议结 合通讯表决方式召开。会议应出席监事5人，实际出席5人，其中监事 亢伟以通讯表决方式出席会议。会议由监事会主席周冬生先生主持。 会议的召开及表决程序符合《公司法》《公司章程》的有关规定，会 议合法有效。 二、 监事会会议审议情况 本议案需提交公司股东会审议 表决结果：同意5票，反对0票，弃权0票。 修订后的《西部证券股份有限公司章程》与本决议同日于《中国 证券报》《证券时报》及巨潮资讯网（www.cninfo.com.cn）披露。 2、会议审议通过了公司 ...

证券代码：002673 证券简称：西部证券 公告编号：2025-085 西部证券股份有限公司 第六届董事会第二十三次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 西部证券股份有限公司（以下简称"公司"）于2025年10月24 日以电子邮件结合电话提示的方式，向公司第六届董事会全体董事发 出了召开第六届董事会第二十三次会议的通知及议案等资料。2025 年10月30日，本次会议在陕西省西安市东新街319号8幢公司总部会议 室以现场会议结合视频、通讯表决方式召开。 会议由公司董事长徐朝晖女士主持。本次会议应出席董事10人， 实际出席董事10人，其中吴春先生、郑智先生、张博江先生、黄宾先 生、羿克先生通过视频方式出席会议，陈强先生、孙薇女士以通讯表 决方式出席，其余董事现场出席会议。公司监事和有关人员列席本次 会议。本次会议召开及表决程序符合《公司法》和《公司章程》的有 关规定，会议合法有效。 二、董事会会议审议情况 本次会议审议并通过了以下事项： 1、审议通过了修订《西部证券股份有限公司章程》的提案。 表决结果：同意10票、反 ...

Group 1 - The core point of the article is the appointment of Huang Bin as the chairman of Guorong Securities, marking the completion of the management transition following the acquisition by Western Securities [2][4][6] - The new management team includes Zhang Zhihe as vice chairman and Liu Xiang as president, indicating a structured leadership to facilitate operational integration [4][6] - Western Securities officially became the controlling shareholder of Guorong Securities in September 2023, holding a 64.6% stake after acquiring 1.151 billion shares at a price of 3.32 yuan per share, valuing the deal at 3.825 billion yuan [8][6] Group 2 - Western Securities reported a significant increase in net profit for Q3 2025, with a year-on-year growth of over 510%, achieving a net profit of 459 million yuan [9][11] - The company’s revenue for Q3 2025 reached 1.546 billion yuan, a 40.33% increase compared to the previous year, although total revenue for the first three quarters saw a slight decline of 2.17% [11] - The strong performance in core business areas is highlighted, with net commission income rising by 50.62% to 1.698 billion yuan, driven by increased trading activity in the securities market [12]

Core Viewpoint - The appointment of Huang Bin as the chairman of Guorong Securities marks the formal establishment of a new management team following the acquisition by Western Securities, indicating the operational phase of the integration process [2][4]. Management Changes - Huang Bin has been elected as chairman, with Zhang Zhihe transitioning to vice chairman, and Liu Xiang appointed as the company's president. Huang brings over 20 years of experience in the securities industry [6]. - Zhang Zhihe, previously the chairman, will assist in the transition and business collaboration, having held significant roles in other securities firms prior to Guorong [6]. - Liu Xiang, formerly vice president at Guorong Securities, will oversee wealth management, research, human resources, and overall management [6]. Company Background - Guorong Securities, established in April 2002, has 76 branches nationwide and subsidiaries including Guorong Fund and a futures company [7]. - Western Securities announced its acquisition plans for Guorong Securities in June 2024, completing the acquisition of 64.6% of shares for a total consideration of 3.32 yuan per share, amounting to 3.825 billion yuan [7]. Financial Performance - Western Securities reported a significant increase in net profit of over 510% year-on-year for Q3 2025, with total revenue reaching 1.546 billion yuan, a 40.33% increase [9]. - Despite a decline in total revenue for the first three quarters by 2.17% year-on-year, net profit increased by 70.63% to 1.243 billion yuan, indicating a "profit increase without revenue increase" scenario due to adverse fair value changes [9][10]. - The core business showed strong performance, with net commission income rising by 50.62% to 1.698 billion yuan, driven by active trading in the securities market [10].

Core Viewpoint - The A-share market experienced a collective decline on October 30, with the securities sector showing a slight pullback after a previous surge, indicating a potential correction phase in the market [1] Group 1: Market Performance - The major A-share indices opened lower, with the broker ETF (159842) down by 0.33% at the time of reporting [1] - Among the constituent stocks of the broker ETF, only Xiangcai Securities, Huaxi Securities, and Caitong Securities opened in the green [1] Group 2: Fund Flows - The broker ETF (159842) has seen a net inflow of over 440 million yuan in the last 10 trading days, reflecting strong investor interest [1] Group 3: Industry Outlook - As of the first half of 2025, the overall performance of listed brokerages has significantly improved, with 49 listed brokerages reporting growth in net profit attributable to shareholders [1] - Ten brokerages achieved revenue exceeding 10 billion yuan, and two brokerages reported net profits over 10 billion yuan [1] - Multiple institutions have noted that the brokerage sector remains a "relatively undervalued and high-growth" asset class [1] Group 4: Analyst Recommendations - Western Securities recommends focusing on the brokerage sector, highlighting a clear upward trend in the capital market amid positive economic signals [1] - Zhongyuan Securities suggests that if the brokerage sector approaches the lower end of the valuation fluctuation range, it presents a good opportunity for reallocation, emphasizing the importance of monitoring policy, market conditions, and the brokerage sector [1] - Recommendations include focusing on leading brokerages, those with strong wealth management capabilities, and those with valuations significantly below the sector average [1]

Core Insights - The recent board restructuring at Guorong Securities marks a significant step following the acquisition by Western Securities, with Huang Bin appointed as chairman and Zhang Zhihe as vice chairman [1][3][5] Group 1: Company Leadership Changes - Huang Bin, previously a senior executive at Western Securities, has been elected as the chairman of Guorong Securities, while Zhang Zhihe transitions to the role of vice chairman [2][3] - Liu Xiang continues to serve as the president of Guorong Securities, indicating stability in executive leadership [1][3] Group 2: Financial Performance - Western Securities reported a revenue of 4.335 billion yuan for the first three quarters, a decrease of 2.17% year-on-year, while net profit attributable to shareholders surged by 70.63% to 1.243 billion yuan [1][8] - The total assets of Western Securities reached 110.583 billion yuan, reflecting a year-on-year growth of 15.23% [8] - The brokerage and investment banking segments showed significant growth, with brokerage fees increasing by 78% and investment banking fees rising by 75.3% [8] Group 3: Strategic Implications - The acquisition of Guorong Securities by Western Securities, which now holds 64.60% of its shares, is expected to enhance resource allocation and market competitiveness, facilitating a "one-stop" financial service model [6][9] - Guorong Securities has also reported strong operational performance, with expectations for continued growth in the remaining months of the year [9]

Core Viewpoint - The recent developments in the merger between Xibu Securities and Guorong Securities indicate a strategic shift aimed at enhancing capital strength and business scale, with significant personnel changes in the management team following the completion of the acquisition [1][2][6]. Group 1: Management Changes - On October 28, Guorong Securities held a board meeting where Huang Bin was elected as the chairman, while Zhang Zhihe transitioned to vice chairman, and Liu Xiang continued as president [1][3]. - Huang Bin, a veteran in the securities industry, has a long history with Xibu Securities and has held various leadership roles within the company [3][4]. - Zhang Zhihe, the former chairman, has extensive experience, having previously served as the general manager of CITIC Wanjun Securities and president of Datong Securities [4]. Group 2: Financial Performance - Xibu Securities reported a revenue of 4.335 billion yuan for the first three quarters, a decrease of 2.17% year-on-year, while the net profit attributable to shareholders increased by 70.63% to 1.243 billion yuan [2][7]. - The company’s total assets reached 110.583 billion yuan, reflecting a growth of 15.23% compared to the end of the previous year [7]. - The brokerage and investment banking segments showed significant growth, with brokerage fees increasing by 78% and investment banking fees rising by 75.3% year-on-year [7]. Group 3: Acquisition Details - The acquisition process was completed swiftly, taking 14 months from the initial announcement to receiving regulatory approval, with the transfer of 1.151 billion shares to Xibu Securities [5][6]. - Following the acquisition, Xibu Securities now holds 64.60% of Guorong Securities, which is expected to enhance resource allocation and market competitiveness [6][8]. - Guorong Securities has expressed optimism about its growth trajectory under the new ownership, emphasizing the need for all business units to leverage shareholder advantages [8].

Group 1 - The core viewpoint of the news is that A-share brokerage stocks have collectively surged, driven by better-than-expected Q3 performance and the Shanghai Composite Index breaking the 4000-point mark, which has boosted market sentiment [1][2][4] - As of October 28, 14 brokerages reported Q3 earnings, with 13 comparable brokerages' net profit totaling approximately 46.726 billion yuan, reflecting a year-on-year increase of 46.42%, indicating a high-growth trend in the sector [2] - Multiple institutions view the brokerage sector as a "relatively undervalued + high growth" asset, with expectations for continued performance improvement in investment banking, derivatives, and public fund businesses [2][3] Group 2 - The Shanghai Composite Index successfully surpassed the 4000-point threshold, closing at 4002.83 points, with a 0.37% increase, while the Shenzhen Component Index and the ChiNext Index also saw significant gains [4][5] - The market's trading volume reached 1.42 trillion yuan, an increase of 719 billion yuan compared to the previous trading day, indicating heightened market activity [4] - Analysts believe that the current market conditions suggest a continuation of the bull market, with the potential for further upward movement as the market remains in the early stages of a bull cycle [5][6] Group 3 - The current strategic position of the capital market is improving, with regulatory bodies working together to attract long-term funds and enhance market activity, which is expected to create strategic allocation opportunities for brokerages [3] - The brokerage sector is anticipated to continue its valuation recovery, supported by strong earnings, favorable policies, and increased market activity [3][6] - There is a shift in market dynamics towards large-cap growth stocks, with expectations for institutional investors to increase their holdings in emerging growth sectors, reflecting a balanced impact on market styles [6]

Core Viewpoint - Western Securities has shown a positive stock performance with a year-to-date increase of 8.94% and a recent net inflow of funds, indicating investor confidence in the company [1][2]. Financial Performance - For the period from January to September 2025, Western Securities reported a net profit of 1.243 billion yuan, representing a year-on-year growth of 70.63% [2]. - The company has not generated any operating revenue during the same period [2]. Stock Market Activity - As of October 29, Western Securities' stock price was 8.77 yuan per share, with a trading volume of 337 million yuan and a market capitalization of 39.198 billion yuan [1]. - The stock has experienced a 4.16% increase over the last five trading days and a 5.03% increase over the last 20 days [1]. Shareholder Information - As of September 30, the number of shareholders decreased by 3.32% to 185,800, while the average number of circulating shares per person increased by 3.44% to 22,118 shares [2]. - The top ten circulating shareholders include significant institutional investors, with notable changes in holdings among various ETFs [3]. Dividend Distribution - Since its A-share listing, Western Securities has distributed a total of 4.509 billion yuan in dividends, with 1.112 billion yuan distributed over the past three years [3].