第一创业证券承销保荐有限责任公司 关于 国信证券股份有限公司 发行股份购买资产暨关联交易标的资产过户情况 之 独立财务顾问核查意见 独立财务顾问 二〇二五年八月 声明和承诺 本部分所述词语或简称与本核查意见"释义"所述词语或简称具有相同含义。 第一章 本次交易概况 第一创业证券承销保荐有限责任公司接受国信证券股份有限公司的委托，担 任国信证券发行股份购买资产暨关联交易的独立财务顾问，就该事项向国信证券 全体股东提供独立意见。 本独立财务顾问核查意见是依据《公司法》《证券法》《重组管理办法》《公 开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》 等法律、法规、文件的有关规定和要求，按照行业公认的业务标准、道德规范， 本着诚实信用和勤勉尽责的原则，通过尽职调查和对重组报告书等的审慎核查后 出具的，以供中国证监会、深圳证券交易所及有关各方参考。 本独立财务顾问核查意见所依据的文件、材料由相关各方提供。提供方对所 提供资料的真实性、准确性、完整性和及时性负责，保证资料无虚假记载、误导 性陈述和重大遗漏，并对所提供资料的合法性、真实性和完整性承担个别和连带 法律责任。本独立财务顾问不承担由此 ...

证券代码：002736 证券简称：国信证券 公告编号：2025-065 国信证券股份有限公司 根据公司与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 共7名交易对方签署的附生效条件的《发行股份购买资产协议》，"标的资产的权 利和风险自交割完成日起发生转移，甲方自交割完成日起即成为标的公司的股东， 1 享有该等股权完整的股东权利，标的资产的风险自交割完成日起由甲方承担。" 2025年8月26日，万和证券向国信证券签发了《万和证券股份有限公司股权 证》并已将国信证券登记在其股东名册，国信证券自当日起成为万和证券的股东， 持有万和证券2,183,877,825股股份，占万和证券总股本比例为96.08%。 关于发行股份购买资产暨关联交易之标的资产过户完成的 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。 国信证券股份有限公司（以下简称"公司""国信证券"）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 ...

Group 1 - The core opinion of the article is that Guosen Securities is proceeding with a share issuance to acquire 96.08% of the shares of Wanhua Securities, which will become a subsidiary after the transaction [4][12] - The transaction does not involve raising matching funds and is based on the evaluation report dated June 30, 2024, which values the total equity of Wanhua Securities at approximately 540.37 million yuan [5][6] - The agreed transaction price for the shares is 5,191,837,913.76 yuan, with the issuance of A-shares as the payment method [6][9] Group 2 - The issuance price for the shares is set at 8.25 yuan per share after adjustments for dividends, which is above the required minimum of 80% of the average trading price over the previous 60 trading days [8][9] - The total number of shares to be issued is calculated to be 629,313,683 shares, which will be rounded down to the nearest whole number [9] - The lock-up period for the newly issued shares is set for 12 months from the completion of the issuance [10] Group 3 - The transfer of rights and risks for the assets will occur upon the completion of the delivery, with Guosen Securities becoming the shareholder of Wanhua Securities [12] - The necessary approvals and authorizations for the transaction have been obtained, ensuring compliance with relevant laws and regulations [11][13] - The subsequent major matters related to the transaction include applying for share registration and listing, as well as fulfilling information disclosure obligations [12][13]

Summary of Key Points Core Viewpoint - The independent financial advisor, First Capital Securities, provides an opinion on the asset transfer related to the share issuance by Guoxin Securities for the acquisition of Wanhe Securities, confirming compliance with relevant laws and regulations [1][16]. Group 1: Transaction Overview - The transaction involves Guoxin Securities issuing A-shares to acquire 96.08% of Wanhe Securities from several shareholders, including Shenzhen Capital and Kunpeng Investment [5][8]. - The total transaction price is set at approximately 5.19 billion yuan [6][11]. - The main business of Wanhe Securities includes investment banking, securities brokerage, and asset management [6]. Group 2: Asset Valuation - The asset valuation is based on an assessment report from Zhonglian Asset Appraisal Group, with the market value of Wanhe Securities' total equity estimated at approximately 540.37 million yuan as of June 30, 2024 [8][11]. - The assessment confirms that there is no impairment of the asset value, ensuring no adverse impact on the transaction [9][11]. Group 3: Issuance Details - The issuance price for the shares is determined to be 8.25 yuan per share after adjustments for dividends [12][14]. - A total of 629,313,683 shares will be issued to the transaction counterparties [14]. - The shares issued will be subject to a 12-month lock-up period post-issuance [15]. Group 4: Regulatory Compliance - The transaction has fulfilled all necessary decision-making and approval procedures as required by the Company Law and Securities Law [16]. - The asset transfer has been completed legally and effectively, with Guoxin Securities now holding 96.08% of Wanhe Securities [17]. Group 5: Future Actions - Subsequent actions include applying for share registration and listing, as well as amending the company's articles of association [17]. - The company will also fulfill its information disclosure obligations as part of the transaction process [17].

Core Viewpoint - Guosen Securities is acquiring 96.08% of Wanhe Securities through the issuance of A-shares, completing the transfer of ownership and rights as of the announcement date [1][2]. Group 1: Transaction Overview - The transaction involves Guosen Securities purchasing shares from seven entities, including Shenzhen Capital Operation Group and Shenzhen Kunpeng Equity Investment [1]. - The transfer of rights and risks occurred upon completion of the transaction, with Guosen Securities now holding 2,183,877,825 shares of Wanhe Securities, representing 96.08% of its total share capital [1][2]. Group 2: Regulatory Compliance - The transaction does not constitute a major asset restructuring or a restructuring listing, and it has been approved by the China Securities Regulatory Commission [1]. - Independent financial and legal advisors confirmed that the transaction complies with relevant laws and regulations, and there are no substantial legal obstacles to its implementation [2][3]. Group 3: Post-Transaction Actions - Guosen Securities will apply for the registration of new shares and listing procedures with the Shenzhen Stock Exchange [2]. - The company will also undertake necessary changes to its registered capital and articles of association, as well as fulfill information disclosure obligations [2].

鹏华中证细分化工产业主题交易型开放式 指数证券投资基金 基金管理人：鹏华基金管理有限公司 基金托管人：华泰证券股份有限公司 送出日期：2025 年 8 月 28 日 化工 ETF2025 年中期报告 基金管理人的董事会、董事保证本报告所载资料不存在虚假记载、误导性陈述或重大遗漏， 并对其内容的真实性、准确性和完整性承担个别及连带的法律责任。本中期报告已经三分之二以 上独立董事签字同意，并由董事长签发。 基金托管人华泰证券股份有限公司根据本基金合同规定，于 2025 年 08 月 27 日复核了本报告 中的财务指标、净值表现、利润分配情况、财务会计报告、投资组合报告等内容，保证复核内容 不存在虚假记载、误导性陈述或者重大遗漏。 基金管理人承诺以诚实信用、勤勉尽责的原则管理和运用基金资产，但不保证基金一定盈利。 基金的过往业绩并不代表其未来表现。投资有风险，投资者在作出投资决策前应仔细阅读本 基金的招募说明书及其更新。 本报告中财务资料未经审计。 本报告期自 2025 年 01 月 01 日起至 2025 年 06 月 30 日止。 第 2页 共 55页 化工 ETF2025 年中期报告 第 3页 共 55页 化 ...

Core Viewpoint - The company plans to use part of the excess raised funds to permanently supplement working capital and repay bank loans, which is deemed beneficial for improving the efficiency of fund utilization and reducing financial costs [6][5][4]. Fundraising Basic Situation - The company raised a total of 220,127.16 million RMB from its initial public offering, with excess funds amounting to 120,127.16 million RMB [6][5]. - The funds were verified by Zhonghui Accounting Firm and stored in a special account to ensure proper management and protection of investor rights [1]. Investment Project Overview - The company has adjusted its investment project for the annual production of 10,000 tons of aviation-grade high-temperature alloys, reducing the planned capacity from 6,000 tons to 3,000 tons, which affects the investment amount by 19,839.17 million RMB [2][3]. Use of Excess Funds - The company has approved the use of 36,000.00 million RMB of excess funds for working capital and has also planned to use 8,000 million RMB for the same purpose, which constitutes 6.66% of the total excess funds [3][5][4]. - The cumulative use of excess funds for working capital and loan repayment within the last 12 months does not exceed 30% of the total excess funds [5][6]. Compliance and Commitments - The company commits that the amount used for working capital and loan repayment will not exceed 30% of the total excess funds within any 12-month period and will not affect the funding needs of investment projects [5][6]. - The company has followed necessary procedures for the approval of the use of excess funds, which will be submitted for shareholder meeting approval [6][4]. Sponsor's Verification Opinion - The sponsor believes that the use of excess funds for working capital and loan repayment is compliant with relevant regulations and will not harm shareholder interests or affect the normal progress of investment projects [6][7].

Summary of Key Points Core Viewpoint The company intends to sign a lease agreement with Wuxi Yuyuan Industrial Group Co., Ltd. for additional employee accommodation and activity center space, which is deemed necessary for its operational growth and employee satisfaction [1][6]. Group 1: Overview of Related Transactions - The lease agreement involves renting 5,643.52 square meters of property for five years, with a total rental cost of 9.8257 million yuan [1][6]. - The rental price is set at 1.06 yuan per square meter per day, including tax [1][6]. Group 2: Related Party Information - Wuxi Yuyuan Industrial Group is a related party due to shared control by the same individual, Pu Yilong [2][3]. - The company has not engaged in significant related party transactions exceeding 30 million yuan in the past 12 months [2]. Group 3: Necessity and Impact of the Transaction - The company has experienced a compound annual growth rate of 6.70% in employee numbers over the past three years, necessitating additional accommodation [7]. - The new property location will facilitate better management of employees across different production sites and address increasing accommodation needs [7]. Group 4: Approval Process - The independent directors and the board of supervisors have approved the lease agreement, confirming compliance with relevant regulations [8][9]. - The proposal will be submitted for approval at the shareholders' meeting, with related shareholders required to abstain from voting [8].

Market Overview - The participation fund sector declined by 2.41% on August 27, with Daheng Technology leading the drop [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Individual Stock Performance - First Capital (002797) rose by 1.75% to a closing price of 8.13, with a trading volume of 4.314 million shares and a turnover of 3.606 billion [1] - Daheng Technology (600288) fell by 4.64% to a closing price of 12.32, with a trading volume of 237,600 shares and a turnover of 302 million [2] - Major declines were observed in several stocks, including Changcheng Securities (002939) down 1.74%, Guangfa Securities (000776) down 3.59%, and Huatai Securities (601688) down 3.38% [1][2] Capital Flow Analysis - The participation fund sector experienced a net outflow of 6.994 billion, while retail investors saw a net inflow of 5.221 billion [2] - The main capital inflow and outflow for individual stocks showed mixed results, with First Capital seeing a net inflow of 71.8362 million from main capital, while Daheng Technology had a net outflow of 19.7509 million [3]

Market Overview - On August 27, the securities sector declined by 2.75% compared to the previous trading day, with Guosen Securities leading the drop [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Individual Stock Performance - Notable performers included: - First Capital (002797) with a closing price of 8.13, up 1.75% and a trading volume of 4.314 million shares, totaling 3.606 billion yuan [1] - Pacific Securities (6601099) closed at 4.41, up 0.23% with a trading volume of 7.325 million shares, totaling 3.307 billion yuan [1] - Conversely, Guosen Securities (002736) fell by 4.12% to a closing price of 14.90, with a trading volume of 692,700 shares, totaling 1.056 billion yuan [2] - Other significant declines included: - Haitong Securities (600864) down 3.71% to 7.79 [2] - GF Securities (000776) down 3.59% to 21.19 [2] Capital Flow Analysis - The securities sector experienced a net outflow of 6.827 billion yuan from institutional investors, while retail investors saw a net inflow of 5.423 billion yuan [2] - Notable net inflows from retail investors included: - First Capital with a net inflow of 71.836 million yuan [3] - Longcheng Securities (002939) with a net inflow of 54.518 million yuan [3] - Conversely, significant net outflows from institutional investors were observed in: - Huachuang Yuxin (600155) with a net outflow of 7.250 million yuan [3] - Southwest Securities (600369) with a net outflow of 18.360 million yuan [3]