江阴银行 2025 年第一次临时股东大会 法律意见书 江苏世纪同仁律师事务所 关于江苏江阴农村商业银行股份有限公司 2025 年第一次临时股东大会的法律意见书 致：江苏江阴农村商业银行股份有限公司 根据《中华人民共和国公司法》《中华人民共和国证券法》和中国证券监督 管理委员会《上市公司股东会规则》等法律、法规和规范性文件以及《江苏江阴 农村商业银行股份有限公司章程》（以下简称"《公司章程》"）的规定，江苏世纪 同仁律师事务所（以下简称"本所"）受江苏江阴农村商业银行股份有限公司（以 下简称"公司"或"贵公司"）董事会的委托，指派本所律师出席贵公司 2025 年第一次临时股东大会，并就本次股东大会的召集、召开程序、出席会议人员资 格、召集人资格、表决程序以及表决结果的合法有效性等事项出具法律意见。 为出具本法律意见书，本所律师对本次股东大会所涉及的有关事项进行了审 查，查阅了相关会议文件，并对有关问题进行了必要的核查和验证。 本所律师同意将本法律意见书随贵公司本次股东大会决议一并公告，并依法 对本法律意见书承担相应的责任。 本所律师根据相关法律、法规和规范性文件的要求，按照律师行业公认的业 务标准、道德规范和勤 ...

Investment Rating - The report maintains a positive outlook on the banking sector's allocation value, suggesting continued investment interest in the sector [4][10]. Core Viewpoints - The performance of listed banks in the first half of 2025 shows a marginal improvement in revenue and profit margins, with year-on-year growth of 1.0% in revenue and 0.8% in net profit attributable to shareholders [4][5]. - The recovery in the bond market during the second quarter has alleviated some of the pressures on bond investment returns, contributing to the overall performance improvement [4][5]. - The report anticipates that the banking sector's revenue and net profit growth will remain around 1% year-on-year for 2025, despite ongoing pressures on the banking fundamentals [4][10]. Summary by Sections Performance Overview - In the first half of 2025, listed banks experienced a year-on-year revenue growth of 1.0% and a net profit growth of 0.8%, with quarter-on-quarter improvements of 2.8 percentage points and 2 percentage points respectively [4][5]. - The growth in interest-earning assets was 9.7% year-on-year, with a stable credit growth of 8% and a significant increase in financial investments by 14.9% [4][11]. - The net interest margin for the first half of 2025 was 1.33%, showing a year-on-year decline of 13 basis points, which is less than the decline seen in the same period last year [4][5]. Non-Interest Income - Non-interest income showed a positive trend, with a year-on-year increase of 10.8% in other non-interest income and a 3.1% increase in fee income [4][5][10]. - The report highlights that the recovery in the capital market has contributed to the improvement in non-interest income [4][10]. Asset Quality - The report notes that while the non-performing loan ratio remains stable, there is an increase in the generation rate of overdue and non-performing loans, particularly in retail banking [4][10]. - The provision coverage ratio remained stable, with an increase in provisioning efforts during the first half of 2025 [4][10]. Future Outlook - The banking sector is expected to face continued pressure in 2025, but signs of a potential turning point are emerging, with improved net interest margins and non-interest income [4][10]. - The report suggests that the demand for bank stocks will increase from long-term funds, driven by favorable policies encouraging investment in the banking sector [4][10].

Market Performance - The rural commercial bank sector experienced a decline of 0.73% on September 5, with Jiangyin Bank leading the drop [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Individual Stock Performance - The closing prices and changes for key rural commercial banks are as follows: - Yunnan Rural Commercial Bank: 6.47, unchanged - Changshu Bank: 7.57, down 0.39% - Ruifeng Bank: 5.50, down 0.54% - Qingnong Bank: 3.27, down 0.61% - Zijin Bank: 2.92, down 0.68% - Wuxi Bank: 5.92, down 0.84% - Zhangjiagang Bank: 4.42, down 0.90% - Sunong Bank: 5.22, down 0.95% - Hunan Rural Commercial Bank: 8.72, down 1.13% - Jiangyin Bank: 4.80, down 2.04% [1] Capital Flow Analysis - The rural commercial bank sector saw a net inflow of 33.67 million yuan from main funds, while retail funds experienced a net outflow of 29.91 million yuan [1] - The detailed capital flow for individual banks indicates: - Zijin Bank: Main net outflow of 26.33 million yuan, retail net outflow of 3.10 million yuan - Sunong Bank: Main net inflow of 12.23 million yuan, retail net outflow of 7.43 million yuan - Wuxi Bank: Main net inflow of 6.05 million yuan, retail net inflow of 2.68 million yuan - Jiangyin Bank: Main net outflow of 10.44 million yuan, retail net inflow of 7.44 million yuan [2]

Core Viewpoint - The article highlights a significant rally in the Chinese stock market on September 5, with major indices experiencing substantial gains, indicating a positive market sentiment and potential investment opportunities in various sectors [2][3]. Market Performance - The Shanghai Composite Index closed at 3812.51 points, up 1.24% - The Shenzhen Component Index closed at 12590.56 points, up 3.89% - The ChiNext Index closed at 2958.18 points, up 6.55% - The North Star 50 Index rose by 5.15% - Total trading volume in the Shanghai and Shenzhen markets reached 2.3 trillion yuan, with over 4800 stocks rising [2][3]. Sector Performance - Solid-state batteries, photovoltaic, wind power, silicon energy, and CPO sectors showed the highest gains - The solid-state battery sector surged, with Tianhong Lithium Battery hitting a 30% limit up, and several other stocks like Jinhai Galaxy and Tianshu New Energy also reaching 20% limit up [5][6]. - The photovoltaic sector also performed well, with Jina Technology and Jing Sheng Machinery both seeing significant increases [7]. - Banking stocks experienced adjustments, with major banks like Postal Savings Bank and Agricultural Bank dropping nearly 3% [8]. Individual Stock Highlights - Zhongji Xuchuang rose by 10.26%, with a trading volume exceeding 30 billion yuan - Ningde Times increased by nearly 7%, with a trading volume over 22 billion yuan - Hanwujun saw a rise of over 6%, with a trading volume exceeding 24 billion yuan [9]. Capital Flow - Main capital inflows were observed in power equipment, electronics, and machinery sectors - Notable net inflows included 1.929 billion yuan into Xiandai Intelligent, 1.338 billion yuan into Shenghong Technology, and 1.223 billion yuan into Wolong Electric Drive [11][12]. - Significant net outflows were recorded from Pacific, Gongxiao Daji, and Sailisi, with outflows of 1.019 billion yuan, 571 million yuan, and 553 million yuan respectively [13]. Institutional Perspectives - Dexun Securities noted strong fluctuations around the 3800-point mark for the Shanghai Index, suggesting that low-valuation sectors will attract continued capital inflow, supporting a positive mid-term outlook for the index [15]. - Guojin Securities indicated that the recent pullback in strong sectors is a technical correction rather than a sign of market peak, with no substantial negative news affecting the market [15]. - Shenwan Hongyuan emphasized strong support at 3731 points, predicting that the market will not experience a unilateral adjustment [16].

Group 1 - Agricultural Bank of China fell over 3% [1] - Postal Savings Bank, Jiangyin Bank, Citic Bank, and Huaxia Bank all dropped over 2% [1] - Bank of China, China Construction Bank, and Chongqing Bank also experienced declines [1]

Core Viewpoint - The A-share market experienced a widespread decline in bank stocks, with several major banks seeing significant drops in their share prices [1][2]. Group 1: Stock Performance - Postal Savings Bank of China saw a decrease of 2.03%, with a total market capitalization of 751.8 billion [2]. - CITIC Bank's shares fell by 2.00%, with a market value of 437.4 billion [2]. - Bank of China experienced a decline of 1.60%, with a market capitalization of 1.7818 trillion [2]. - Agricultural Bank of China dropped by 1.46%, holding a market value of 2.5934 trillion [2]. - Other banks such as Everbright Bank, Construction Bank, and Shanghai Pudong Development Bank also reported declines of over 1% [1]. Group 2: Year-to-Date Performance - Agricultural Bank of China has the highest year-to-date increase at 45.00% [2]. - Postal Savings Bank of China and CITIC Bank have year-to-date increases of 15.63% and 14.78%, respectively [2]. - Shanghai Pudong Development Bank has a notable year-to-date increase of 36.48% despite the recent decline [2].

Core Viewpoint - The financial performance of listed rural commercial banks in China is showing a trend of increasing differentiation, with significant revenue growth observed in specific banks like Changshu Bank and Jiangyin Bank, while others lag behind [1][2][3]. Group 1: Revenue Performance - In the first half of 2025, the top two performing banks were Chongqing Rural Commercial Bank and Shanghai Rural Commercial Bank, with revenues of 14.741 billion and 13.444 billion respectively, both nearing 15 billion [2]. - Changshu Bank and Qingnong Bank followed with revenues exceeding 6 billion, while the remaining banks had revenues below 3 billion [2]. - Changshu Bank and Jiangyin Bank reported significant year-on-year revenue growth, both exceeding 10%, which is notably higher than other banks [3]. Group 2: Non-Interest Income - In a declining net interest margin environment, listed rural commercial banks are increasingly relying on non-interest income to stabilize revenue [5]. - Investment income has become a crucial component of non-interest income, with most banks reporting significant increases compared to the previous year, particularly Zijin Bank and Jiangyin Bank, which saw increases of 95.41% and 81.44% respectively [5]. - Chongqing Rural Commercial Bank was the only bank to report a decrease in investment income year-on-year, while its interest income ratio increased, helping maintain stable overall revenue [5][6]. Group 3: Mid-Year Dividends - Several listed rural commercial banks announced their first-ever mid-year dividend plans, including Changshu Bank, which proposed a cash dividend of 0.15 yuan per share, totaling 497 million yuan [7]. - Jiangyin Bank and Su Nong Bank also introduced mid-year dividends, aiming to enhance investor returns and boost long-term holding confidence [7][8]. - The overall trend indicates a shift towards more frequent dividend distributions, moving from annual to semi-annual payouts, which is expected to improve dividend yields in the coming years [8].

Market Overview - On September 4, the rural commercial bank sector declined by 0.61% compared to the previous trading day, with Hu Nong Bank leading the decline [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Individual Stock Performance - Among the rural commercial banks, Changshu Bank saw a closing price of 7.60 with a gain of 1.20%, while Hu Nong Bank closed at 8.82, down 1.34% [1] - The trading volume and turnover for various banks were reported, with Changshu Bank having a trading volume of 565,700 shares and a turnover of 4.25 billion yuan [1] Capital Flow Analysis - The rural commercial bank sector experienced a net inflow of 384,700 yuan from institutional investors, while retail investors saw a net inflow of 11.7 million yuan [1] - The table of capital flow indicates that the majority of the funds were flowing into certain banks, with Yu Nong Bank receiving a net inflow of 73.51 million yuan from institutional investors [2] Detailed Capital Flow by Bank - Yu Nong Bank had a net inflow of 73.51 million yuan from institutional investors, while it faced a net outflow of 41.89 million yuan from speculative funds [2] - Changshu Bank experienced a net inflow of 19.16 million yuan from institutional investors, but a significant outflow of 51.75 million yuan from speculative funds [2] - Other banks like Zijin Bank and Su Nong Bank also reported net outflows from institutional and speculative funds, indicating varied investor sentiment across the sector [2]

Core Insights - Jiangyin Bank has achieved a "double growth" in revenue and net profit for the first half of 2025, with operating income reaching 2.401 billion yuan, a year-on-year increase of 10.45%, and net profit attributable to shareholders amounting to 846 million yuan, up 16.69% year-on-year [1][2] Group 1: Performance Analysis - The significant increase in performance is primarily driven by a substantial rise in investment income, which has seen non-interest income grow for three consecutive years, reaching 999.2 million yuan in the first half of 2025, a year-on-year increase of 30.26% [2][3] - Investment income alone surged to 882 million yuan in the first half of 2025, marking an impressive increase of 81.44% compared to the previous year, contributing 36.72% to total operating income [2][3] - The bank's trading financial assets grew from 19.703 billion yuan at the end of the previous year to 25.335 billion yuan by June 2025, reflecting a 28.58% increase [3] Group 2: Challenges Faced - Despite the impressive growth in non-interest income, net interest income has slightly declined by 0.23% to 1.409 billion yuan in the first half of 2025, with losses in funding operations widening by 30.71% [4][5] - The bank's fee and commission income also faced pressure, dropping by 35.18% to 50.085 million yuan in the first half of 2025 [5] - Personal loan balances have decreased for two consecutive years, falling to 20.507 billion yuan in the first half of 2025, leading to a significant decline in personal loan interest income by 18.37% [6] Group 3: Business Focus - The bank's corporate business has also encountered challenges, with corporate revenue declining by 0.76% to 1.051 billion yuan, despite an increase in total corporate assets to 110.586 billion yuan [8] - Jiangyin Bank's corporate loans are heavily focused on the manufacturing sector, which constitutes 31.47% of its loan portfolio, indicating a strong reliance on this industry [8] Group 4: Market Position - Jiangyin Bank's global ranking improved to 506th place, an increase of 26 positions compared to the previous year, marking the third consecutive year of ranking improvement [9] - However, compared to leading regional banks, Jiangyin Bank's retail transformation is lagging, and adjustments are needed in corporate business to enhance support for green technology and innovative enterprises [9][10]

Core Viewpoint - The A-share market experienced a widespread decline in bank stocks, with several banks falling over 2% and others declining by more than 1% [1] Group 1: Stock Performance - Yunnan Rural Commercial Bank (渝农商行) saw a decline of 2.29%, with a total market capitalization of 72.7 billion [2] - Shanghai Rural Commercial Bank (沪农商行) decreased by 2.01%, with a market cap of 84.5 billion [2] - Jiangyin Bank (江阴银行) fell by 1.83%, with a market value of 11.9 billion [2] - Bank of China (中国银行) dropped by 1.80%, with a market capitalization of 1,756.1 billion [2] - China Everbright Bank (光大银行) decreased by 1.60%, with a market cap of 217.4 billion [2] - Shanghai Bank (上海银行) declined by 1.57%, with a market value of 133.4 billion [2] - CITIC Bank (中信银行) fell by 1.53%, with a market capitalization of 430.1 billion [2] - Pudong Development Bank (浦发银行) decreased by 1.52%, with a market cap of 413.8 billion [2] - Zhangjiagang Bank (张家港行) saw a decline of 1.12%, with a market value of 10.8 billion [2] - Huaxia Bank (华夏银行) fell by 1.34%, with a market capitalization of 117.1 billion [2] - Minsheng Bank (民生银行) decreased by 1.11%, with a market cap of 195.3 billion [2] - China Construction Bank (建设银行) dropped by 1.10%, with a market capitalization of 23,623 billion [2] - Chengdu Bank (成都银行) saw a decline of 1.09%, with a market value of 76.6 billion [2] - Qilu Bank (齐鲁银行) decreased by 1.05%, with a market cap of 34.6 billion [2] - Ningbo Bank (宁波银行) fell by 1.03%, with a market capitalization of 184.3 billion [2] - China Merchants Bank (招商银行) decreased by 1.03%, with a market cap of 1,070.8 billion [2] - Zijin Bank (紫金银行) saw a decline of 1.02%, with a market value of 10.6 billion [2]