国信证券股份有限公司 2025 年面向专业投资者公开发行公司债券 （第四期） 发行公告 发行人 牵头主承销商、债券受托管理人 住所：北京市丰台区西营街 8 号院 1 号楼 7 至 18 层 101 联席主承销商 号安信金融大厦 2026 号能源大厦南塔楼 10-19 层 签署时间：二〇二五年四月 本公司及其董事、监事、高级管理人员保证公告内容真实、准确和完整，并对公告 中的虚假记载、误导性陈述或者重大遗漏承担责任。 住所：深圳市福田区福田街道益田路 5023 号 住所：上海市徐汇区长乐路 989 号 45 层 平安金融中心 B 座第 22-25 层 住所：深圳市福田区福田街道福华一路 119 住所：广东省深圳市福田区福田街道金田路 重要事项提示 1．国信证券股份有限公司（以下简称"发行人"或"公司"）已于 2024 年 11 月 29 日 获得中国证券监督管理委员会证监许可[2024]1722 号文，可向专业投资者公开发行面值 总额不超过 200 亿元的公司债券（以下简称"本次债券"）。 发行人本次债券采取分期发行的方式，"国信证券股份有限公司 2025 年面向专业投 资者公开发行公司债券（第四期）"（以下简 ...

Investment Rating - The report maintains an investment rating of "Leading the Market - A" for the non-bank financial industry [1][30]. Core Insights - The first quarter earnings of brokerage firms are expected to increase significantly, with a maximum year-on-year growth rate of 400% reported by some firms. Eight out of ten firms reported growth exceeding 50% [3][9]. - Several brokerage firms have announced share buybacks to stabilize stock prices and enhance shareholder value amid market volatility [4][9]. - The overall market is showing signs of recovery after significant adjustments, with expectations for further valuation recovery in the brokerage sector as long-term capital enters the market [4][9]. Summary by Sections Investment Recommendations - The report highlights that ten brokerage firms have disclosed their first-quarter earnings, with all showing growth. The low base from the previous year and active market conditions contributed to this performance [9]. - Share buybacks were announced by multiple firms, including Dongfang Securities and Guotai Junan, aimed at maintaining company value and reflecting management confidence in future growth [4][9]. Market Review - Major indices experienced declines, with the Shanghai Composite Index down 3.11% and the ChiNext Index down 6.73%. The non-bank financial index fell by 5.19%, ranking 18th among 31 sectors [10]. - The average daily trading volume in A-shares reached 1.61 trillion yuan, a 41.84% increase from the previous period [13][14]. Key Industry Data Tracking 1. Market Performance and Scale: Major indices saw declines, with the A-share trading volume at 8.06 trillion yuan for the week [13]. 2. Credit Business: As of April 11, the market had 3,173.67 million pledged shares, accounting for 3.92% of total equity [16]. 3. Fund Issuance: In March 2025, new fund issuance reached 1,009.26 million units, a 53.42% increase from the previous month [16]. 4. Investment Banking: In March 2025, the equity underwriting scale was 577.90 billion yuan, with IPOs amounting to 92.18 billion yuan [16]. 5. Bond Market: The total price index for bonds fell by 0.50% since the beginning of the year, with the 10-year government bond yield at 1.66%, up 4.91 basis points [16]. Regulatory Policies and Industry Dynamics - The report notes progress in the acquisition of Wanhe Securities by Guosen Securities, which has been accepted for review by the Shenzhen Stock Exchange [24]. - Recent credit and social financing data exceeded expectations, indicating a robust financial environment [24]. Key Announcements from Listed Companies - Dongfang Securities reported a revenue of 5.382 billion yuan and a net profit of 1.436 billion yuan, with year-on-year changes of 49.04% and 62.08%, respectively [25]. - Guotai Junan's net profit is projected to be between 11.201 billion yuan and 12.445 billion yuan, reflecting a year-on-year increase of 350% to 400% [25].

Core Viewpoint - The acceleration of consolidation in the securities industry is highlighted by Guosen Securities' acquisition of Wanhe Securities, marking a significant step in the ongoing trend of mergers and acquisitions among smaller brokerages [1][2][3] Group 1: Acquisition Details - Guosen Securities plans to acquire 96.08% of Wanhe Securities for approximately 51.92 billion yuan, with the transaction receiving acceptance from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][2] - The acquisition is expected to enhance Guosen Securities' overall profitability by leveraging synergies and the advantages of Wanhe Securities' location in the Hainan Free Trade Port [1][3] - The deal is part of a broader trend of consolidation in the securities industry, with recent examples including the merger of Guotai Junan and Haitong Securities [3] Group 2: Financial Performance - Wanhe Securities reported revenues of 1.02 million yuan, 5.14 million yuan, and 4.21 million yuan from 2022 to November 2024, with net profits of -2.79 million yuan, 615,408 yuan, and 292,046 yuan during the same period [1][4] - Guosen Securities achieved revenues of 201.67 billion yuan in 2024, a year-on-year increase of 16.46%, and a net profit of 82.17 billion yuan, up 27.84% [1][5] - Following the acquisition, Guosen Securities anticipates a 2.35% increase in revenue and a 0.42% increase in net profit, along with a 2.28% rise in total assets and a 4.68% increase in equity [6] Group 3: Strategic Implications - The acquisition will allow Guosen Securities to enhance its service capabilities in key economic regions such as the Guangdong-Hong Kong-Macao Greater Bay Area and the Yangtze River Delta [3] - Wanhe Securities' investment income has been a significant contributor to its performance, with investment returns accounting for over 150% of its revenue in 2022 [4] - The merger is expected to improve Guosen Securities' competitive edge by integrating Wanhe Securities' resources and expertise in various financial services [5]

Core Insights - The overseas market indices showed mixed performance in the past week (April 7-11, 2025), with US stocks rebounding from oversold conditions while European and Asia-Pacific indices generally declined. The valuation of US stocks expanded slightly, while European and Asia-Pacific markets experienced minor contractions due to the rapid decline on "Black Monday" [2][9] - The Nasdaq index, Nasdaq 100, and Dow Jones Industrial Average saw significant valuation expansions, with PE ratios increasing by 2.57x, 2.28x, and 1.95x respectively compared to April 4, 2025 [2][9] - In terms of quantiles, most major indices in regions other than the Dow Jones and Hong Kong are below the 20th percentile, with the Hang Seng Technology Index showing significant valuation differentiation, currently at a PE below the 5th percentile over the past year [2][9] A-share Market Valuation - The core broad-based valuation of A-shares continued to contract, with mid-cap growth stocks experiencing notable declines. The National Index 2000 and CSI 1000 saw PE, PB, PS, and PCF ratios contract significantly, with PE reductions of 2.69x and 2.03x respectively [2][23] - As of April 11, 2025, the overall valuation levels of major A-share indices have contracted compared to the previous week, with PE, PB, and PS mostly in the 40%-55% quantile range, while PCF is in the 80%-85% quantile range over the past three years [2][24] - Large-cap growth stocks maintain superior short-term quantile levels, with rolling one-year quantile levels for PE, PB, PS, and PCF at 18.60%, 25.41%, 50.41%, and 33.06% respectively [2][24] Industry Valuation - Most primary industry valuations contracted this week, with significant declines in the midstream materials & manufacturing and TMT sectors. The power equipment industry experienced the largest drop, with a weekly decline of 8.09% [2][41] - The valuation of most primary industries contracted, with the comprehensive industry experiencing the largest contraction, while the retail and agriculture sectors saw slight PE expansions of 0.76x and 0.73x respectively [2][41] Emerging Industries - In the emerging industries, valuations mostly contracted, particularly in the renewable energy sector, which saw a significant drop of 8.87%. The valuation of photovoltaic stocks adjusted sharply, with a PE contraction of 5.55x [2][41] - The integrated circuit sector experienced valuation expansion, with a PE increase of 1.12x this week. Among popular concepts, the agricultural theme index saw a notable PE expansion of 7.58x [2][41]

Group 1: Company Announcements - China Chemical's controlling shareholder plans to increase its stake in the company by 300 million to 600 million yuan, with no set price range for the purchase [1] - Guosheng Technology's subsidiary won a 225 million yuan photovoltaic component procurement project [2] - Aisheng Co. plans to sign a technical consulting service agreement worth 200 million yuan for a joint venture project in photovoltaic battery production [3] - Sanmei Co. expects a net profit of 369 million to 428 million yuan for Q1 2025, representing a year-on-year increase of 139.41% to 177.71% [4] - Yulide reported a revenue of 1.13 billion yuan, with a net profit of 183 million yuan, reflecting a year-on-year growth of 13.64% [5] - Western Mining anticipates a net profit of 2.932 billion yuan for 2024, a 5% increase year-on-year, and plans to distribute a cash dividend of 10 yuan per 10 shares [6] Group 2: Market Activities - GoerTek repurchased 6.6409 million shares at a cost of 141 million yuan, accounting for 0.19% of its total share capital [7] - Guoxin Securities' plan to acquire 96.08% of Wanhua Securities through a share issuance has been accepted for review by the Shenzhen Stock Exchange [8] - Meijin Energy announced the termination of a major asset restructuring deal due to failure to reach agreement on commercial terms [9] - King Kong Photovoltaic plans to apply for bankruptcy reorganization for several subsidiaries due to inability to repay debts [10] Group 3: International Ventures - China National Materials Technology plans to invest 114 million euros in Hungary to establish a wet-coated diaphragm production base with an annual capacity of 640 million square meters [11] - Ningbo Huaxiang intends to sell six loss-making subsidiaries in Europe for 1 euro, which is expected to significantly impact its 2025 net profit by reducing it by approximately 900 million to 1 billion yuan [12] Group 4: Profit Forecasts - Chuanjinno expects a net profit of 65 million to 80 million yuan for Q1 2025, a year-on-year increase of 218.96% to 292.56% [13] - Ultrasonic Electronics anticipates a net profit of 38 million to 45 million yuan for Q1 2025, reflecting a growth of 120.38% to 160.98% [14] - Suihengyun A expects a net profit of 80 million to 108 million yuan for Q1 2025, representing a year-on-year increase of 155% to 244% [15] - Hunan Gold forecasts a net profit of 325 million to 374 million yuan for Q1 2025, a growth of 100% to 130% [16] - Taishan Petroleum expects a net profit of 48 million to 58 million yuan for Q1 2025, reflecting a year-on-year increase of 159% to 213% [17] - Meg Intelligent anticipates a net profit of 40 million to 52 million yuan for Q1 2025, a significant increase of 518.53% to 704.09% [17]

2025.04. 11 国晟科技：控股子公司中标2.25亿元光伏组件采购项目 国晟科技公告，近日，公司二级控股子公司安徽国晟新能源科技有限公司中标南水北调中线新能源 (北京)有限公司2025—2026年度光伏组件集中采购标段二项目，中标金额2.25亿元。 国信证券：发行股份购买万和证券96.08%股份事项获受理 国信证券公告，公司拟通过发行A股股份的方式购买万和证券96.08%股份事项获得深交所受理。此 次交易尚需深交所审核通过、证监会同意注册以及本次交易所涉及的股东变更等事项经过证监会有关 部门核准后方可正式实施，能否审核通过、完成注册以及取得核准尚存在不确定性。 海南华铁：获金融机构不超2.7亿元股票回购专项贷款承诺函 海南华铁公告，近日，公司收到工商银行杭州解放路支行出具的承诺函，贷款类型为上市公司股票回 购专项贷款，可提前还本；授信额度为不超过2.7亿元；贷款期限不超过36个月。 【观业绩】 川金诺：一季度净利润同比预增218.96%—292.56% 4月11日晚间，沪深两市多家上市公司发布公告，以下是第一财经对一些重要公告的汇总，供投资者 参考。 【品大事】 川金诺发布业绩预告，预计2025年一季度 ...

Core Viewpoint - Guosen Securities is progressing with the acquisition of Wanhe Securities, having received acceptance from the Shenzhen Stock Exchange for its application to issue shares for asset purchase [1][3][4] Group 1: Acquisition Details - Guosen Securities plans to acquire 96.08% of Wanhe Securities through the issuance of A-shares to several major shareholders [3] - The acquisition process began in August 2024, with various disclosures and approvals from the Shenzhen State-owned Assets Supervision and Administration Commission and Guosen Securities' shareholders [3][4] - The transaction requires further approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission (CSRC) before it can be officially implemented [4] Group 2: Financial Performance of Wanhe Securities - Wanhe Securities reported revenues of 1.02 billion yuan in 2022, 5.14 billion yuan in 2023, and 4.21 billion yuan in the first 11 months of 2024, with net profits of -279 million yuan, 61.54 million yuan, and 29.20 million yuan respectively [5] - Over 80% of Wanhe Securities' revenue comes from wealth management and proprietary investment businesses, which generated 188 million yuan and 184 million yuan respectively in the first 11 months of 2024 [5] Group 3: Market Position and Rankings - As of the end of 2023, Wanhe Securities ranked 81st in total assets, 76th in net assets, 83rd in operating income, and 78th in net profit among its peers [6][7] - The company has seen improvements in its operating income ranking, moving from 99th in 2022 to 83rd in 2023 [6] Group 4: Strategic Implications for Guosen Securities - The acquisition is expected to enhance Guosen Securities' regional layout and capitalize on the policy advantages of the Hainan Free Trade Port [8] - It will also strengthen Guosen Securities' capabilities in serving key national development areas such as the Guangdong-Hong Kong-Macao Greater Bay Area and the Yangtze River Delta [8]

经济观察报 记者 牛钰 深交所发行上市审核信息公开网站显示，4月10日，国信证券（002736）（002736.SZ）发行 股份购买万和证券96.08%股份的交易事项获受理。 这是两家深圳国资控股券商的"联姻"。国信证券拟以发行A股股份的方式收购万和证券96.08%的股份，交易作价为 51.92亿元，交易对方为深圳市资本运营集团有限公司、深圳市鲲鹏股权投资有限公司等万和证券的股东。 若交易顺利完成，万和证券将成为国信证券的控股子公司。 4月10日晚，国信证券发布重大资产重组报告书（修订稿）、拟购买资产的财务报告和评估报告等公告，详解了此 次收购的利与弊，也透露出万和证券作为中小券商近年来面对的经营压力。 财务数据显示，2022年、2023年以及2024年前11个月，万和证券的营业收入分别为1.02亿元、5.14亿元、4.21亿 元；归属于母公司所有者的净利润分别为-2.78亿元、0.62亿元、0.29亿元。 | | | | 类别 | 2024年1-11月 | | 2023年度 | | 2022年度 | | | --- | --- | --- | --- | --- | --- | --- | | | 金额 | ...

Core Viewpoint - Guosen Securities has received acceptance from the Shenzhen Stock Exchange for its application to issue shares for asset acquisition and related transactions [1] Group 1: Application Acceptance - The Shenzhen Stock Exchange has verified that the application documents submitted by Guosen Securities for issuing shares to purchase assets are complete and has decided to accept the application [1] - The China Securities Regulatory Commission (CSRC) has also accepted the administrative licensing application related to the change of major shareholders of Wanhua Securities involved in this transaction [1] Group 2: Next Steps - The transaction is subject to approval by the Shenzhen Stock Exchange, registration consent from the CSRC, and necessary approvals for shareholder changes from relevant departments of the CSRC before it can be officially implemented [1]

国信证券股份有限公司（以下简称"公司"）拟通过发行 A 股股份的方式购 买深圳市资本运营集团有限公司、深圳市鲲鹏股权投资有限公司、深业集团有 限公司、深圳市创新投资集团有限公司、深圳远致富海十号投资企业（有限合 伙）、成都交子金融控股集团有限公司、海口市金融控股集团有限公司合计持有 的万和证券股份有限公司 96.08%股份（以下简称"本次交易"）。 公司于 2025 年 4 月 10 日收到深圳证券交易所出具的《关于受理国信证券 股份有限公司发行股份购买资产申请文件的通知》（深证上审〔2025〕48 号）。 深圳证券交易所根据相关规定对公司报送的发行股份购买资产暨关联交易申请 文件进行了核对，认为申请文件齐备，决定予以受理。 本次交易涉及中国证券监督管理委员会（以下简称"中国证监会"）关于万 和证券股份有限公司变更主要股东等事项的行政许可申请。2025 年 4 月 10 日， 中国证监会就前述行政许可申请依法予以受理，并出具《中国证监会行政许可 申请受理单》（受理序号：242504）。 证券代码：002736 证券简称：国信证券 公告编号：2025-019 国信证券股份有限公司 关于发行股份购买资产暨关联交易 ...