江苏新天伦律师事务所 Jiangsu New Talent Law Firm 江苏省苏州市工业园区苏桐路 37 号 4 号楼 3-4 层，邮编 215021 江苏新天伦律师事务所 关于 苏州银行股份有限公司 2024 年度股东会 之 法律意见书 苏 州 工 业 园 区 苏 桐 路 3 7 号 4 号 楼 电 话 ( T e l ) : 0 5 1 2 - 6 5 1 5 2 0 5 6 传 真 ( F a x ) : 0512 -6 5 1 5 2 0 5 5 江苏新天伦律师事务所 Jiangsu New Talent Law Firm 江苏省苏州市工业园区苏桐路 37 号 4 号楼 3-4 层，邮编 215021 正文 致：苏州银行股份有限公司 江苏新天伦律师事务所（以下简称"本所"）接受苏州银行股份有限公司（以 下简称"苏州银行"或"公司"）委托，指派林晓莉律师、郭家骥律师（以下简 称"本所律师"）出席苏州银行股份有限公司 2024 年度股东会（以下简称"本 次股东会"），对本次股东会的合法性进行见证，并出具法律意见书。 本法律意见书根据《中华人民共和国证券法》、《中华人民共和国公司法》、 （以下统称有关 ...

Core Viewpoint - HSBC forecasts a 3.8% year-on-year growth in A-share earnings for Q1 2025, led by the materials (+40.3%) and information technology (+24.7%) sectors, with a continued outperformance of growth style over the market [1][2] Investment Themes Artificial Intelligence (AI) - The penetration rate of AI is rising, with 68% of A-share companies mentioning "AI" in their 2024 annual reports, up from 43% in the first half of 2024 [3] - Market expectations indicate accelerated profit growth in the AI value chain for 2025, with infrastructure companies expected to grow faster than technology enablers and applicators [3] Globalization - Recent breakthroughs in US-China trade negotiations serve as a catalyst for globalization-themed stocks [4] - In 2024, overseas revenue accounted for 11.7% of total revenue for CSI 300 constituents, an increase of 1.4 percentage points year-on-year, with the information technology sector having the highest overseas revenue share at 31.4% [4] Cyclical Recovery - Cyclical industries are expected to see profit improvements, with overall earnings projected to grow by 18.8% in Q1 2025, compared to a decline of 17.9% in Q3 2024 [5] - Factors contributing to structural opportunities in cyclical industries include steady policy rollout, structural recovery in the real estate market, and attractive valuations [5] Recommended Stocks - Based on the three investment themes and bottom-up research, HSBC recommends the following 10 stocks with buy ratings: - AI Theme: Xiaomi Group-W (01810), Deepin Technology (300454.SZ), Zhangqu Technology (300315.SZ) [6] - Globalization Theme: HAPO (02142), Luxshare Precision (002475.SZ), Anker Innovations (300866.SZ), Giant Star Technology (002444.SZ) [6] - Cyclical Recovery Theme: Suzhou Bank (002966.SZ), Proya Cosmetics (603605.SH), SF Holding (002352.SZ) [6]

Core Viewpoint - The recent performance of the China Securities Dividend Low Volatility 100 Index and its associated ETF indicates a growing interest in stable dividend-paying stocks, particularly in the coal sector, amidst market volatility and changing economic policies [4][5]. Group 1: Index and ETF Performance - As of May 21, 2025, the China Securities Dividend Low Volatility 100 Index rose by 0.66%, with key stocks like Shaanxi Coal and China Shenhua showing significant gains of 4.90% and 2.86% respectively [3]. - The Dividend Low Volatility 100 ETF (159307) has seen a price increase of 0.57%, marking its third consecutive rise, with a latest price of 1.06 yuan [3]. - The ETF's trading volume reached 504.55 million yuan, with a turnover rate of 0.54% during the session [3]. Group 2: Market Sentiment and Investment Trends - Recent U.S. tariff policies have impacted market sentiment, leading investors to seek stable assets, particularly in the coal sector where inventory levels are decreasing and coal prices are stabilizing [4]. - Several state-owned coal enterprises have initiated share buybacks and asset injection plans, reflecting confidence in the coal industry's growth and stability [4]. Group 3: Fund Flows and Performance Metrics - The Dividend Low Volatility 100 ETF recorded a net inflow of 1,050.77 million yuan, with nine out of the last ten trading days showing positive net inflows totaling 2,189.61 million yuan [5]. - The ETF has achieved a 6.54% increase in net value over the past year, ranking first among comparable funds [6]. - The ETF's management fee is 0.15%, and its tracking error over the past two months is 0.032%, indicating strong performance relative to its benchmark [6]. Group 4: Top Holdings - As of April 30, 2025, the top ten weighted stocks in the index include Jizhong Energy, Daqin Railway, and Xiamen International Trade, collectively accounting for 19.66% of the index [7].

Core Viewpoint - Suzhou Bank reported a steady growth in revenue and net profit for the year 2024, demonstrating strong operational efficiency and commitment to shareholder returns through consistent cash dividends [1][2] Financial Performance - In 2024, Suzhou Bank achieved an operating income of 12.224 billion yuan, a year-on-year increase of 3.01% - The net profit attributable to shareholders reached 5.068 billion yuan, reflecting a growth of 10.16% - Basic earnings per share stood at 1.31 yuan, indicating robust operational quality [1] Dividend Policy - The bank has maintained a cash dividend payout ratio exceeding 30% for five consecutive years, with an increase in the payout ratio for four consecutive years - The chairman emphasized that the increase in cash dividends is a way to reward long-term shareholders despite the overall profit growth pressure in the banking industry [1] Asset Quality and Risk Management - Suzhou Bank has seen a continuous decline in non-performing loan ratio for six years, maintaining a strong position compared to peers - The bank focuses on value creation while managing risks, enhancing its risk management capabilities across all dimensions [2] Strategic Initiatives - The bank is committed to deep integration with the regional economy, employing a dual-driven strategy of "Technology + Cross-border" and "Livelihood + Wealth" - This strategy aims to support the industrial development of Jiangsu Province and Suzhou City [2] Future Outlook - 2025 marks the 15th anniversary of Suzhou Bank and is a pivotal year for its three-year strategic plan - The bank plans to deepen integrated operations, focusing on core business development, risk control, and digital transformation to promote high-quality growth [2] Market Position - Suzhou Bank, as the only listed city commercial bank headquartered in Suzhou, has established a network of 185 branches across Jiangsu Province and a representative office in Singapore - It ranks 253rd in the global banking rankings by The Banker magazine, showcasing its strong comprehensive strength [2]

Strategic Focus - 2025 marks the 15th anniversary of Suzhou Bank and the second year of its three-year strategic plan, emphasizing integration with regional economy and enhancing comprehensive operational capabilities [1] - The bank aims to strengthen risk management and improve customer experience through digital transformation [1][10] Regional Expansion - As of the end of 2024, Suzhou Bank has established 13 branches and 185 outlets in Jiangsu Province, achieving full coverage within the region [2] - The bank has also set up a representative office in Singapore, expanding its international presence [2] Support for SMEs - Suzhou Bank focuses on supporting small and medium-sized enterprises (SMEs) by innovating credit products and enhancing service models [3] - The bank plans to increase support for first-time loans and credit loans to improve financing accessibility for SMEs [3] Asset Management - The bank is prioritizing high-yield assets and optimizing its asset structure, with a focus on enhancing the management of low-yield assets [4][5] - As of the end of 2024, the bank's non-performing loan ratio stands at 0.83%, reflecting effective risk management [21] Digital Transformation - Suzhou Bank is committed to digitalization, aiming to enhance customer experience and operational efficiency through online processes and data management [10] - The bank plans to implement a unified data management system and explore the application of large models in various operational scenarios [10] Financial Performance - In 2024, Suzhou Bank achieved a net profit of 5.068 billion yuan, a year-on-year increase of 10.16% [12] - The bank's return on equity and capital adequacy ratios are in line with regulatory requirements, with a core tier one capital adequacy ratio of 9.77% as of the end of 2024 [21] Cross-Border Business - The bank has significantly expanded its cross-border services, with international settlement volume reaching 16.8 billion USD in 2024, doubling from the previous year [14] - The bank's cross-border RMB business also saw substantial growth, with transaction volume exceeding 19.2 billion yuan, a year-on-year increase of 209% [14] Shareholder Returns - The bank plans to distribute cash dividends totaling 1.647 billion yuan for the 2024 fiscal year, representing 34.07% of its net profit [18] - The bank has maintained a cash dividend payout ratio of over 30% in recent years, ensuring stable returns for shareholders [15]

Core Viewpoint - The president of Suzhou Bank, Wang Qiang, indicated that while there will be pressure on risk control for personal business loans in 2025, it will not lead to a significant impact on the bank's asset quality [1] Group 1: Economic Outlook - The global economy and industrial chain development will continue to face uncertainties in 2025 [1] - There is no clear improvement trend in the short-term economic environment [1] Group 2: Loan Quality and Risk Management - Small and micro enterprises will continue to experience operational pressures [1] - There will be certain pressures on the management of non-performing risks related to personal business loans [1] - The bank has established a risk control mechanism to address these challenges [1] Group 3: Risk Management Strategies - The bank will enhance risk management for personal business loans and consumer loans through digital risk control technology, daily risk monitoring, improved early warning systems, and strengthened post-loan management [1]

Investment Rating - The report indicates a cautious outlook for the banking sector, with expected revenue and net profit growth rates for listed banks in 2025 projected at approximately -1% and 0% respectively [3][9]. Core Insights - The overall revenue and net profit growth rates for listed banks in Q1 2025 were -1.7% and -1.2% year-on-year, reflecting a decline compared to Q4 2024 [3][9]. - The performance of different types of banks varied significantly, with city and rural commercial banks leading in growth due to improved scale and net interest margin, while state-owned banks showed weaker performance [3][10]. - The net interest margin for listed banks in Q1 2025 was 1.37%, a decrease of 13 basis points year-on-year, but the decline was less severe than in the previous year [3][9]. Summary by Sections Revenue and Profit Overview - Listed banks experienced a decline in revenue and net profit growth rates, with Q1 2025 figures at -1.7% and -1.2% respectively, marking a drop of 1.8 percentage points and 3.5 percentage points from Q4 2024 [3][9]. - The decline in net interest income was attributed to a narrowing interest margin and challenges in volume compensating for price [9]. Asset Quality and Provisioning - The asset quality remained stable, with a decrease in non-performing loan ratios and a reduction in provisioning pressure, as banks continued to report lower provisions in a challenging income environment [3][9]. - The provision coverage ratio for listed banks decreased to 238% in Q1 2025, reflecting a trend of reduced provisioning amid stable asset quality [3][9]. Investment Recommendations - The report suggests that the banking sector's configuration value is enhanced by both fundamental and liquidity factors, with a focus on key index-weighted stocks such as China Merchants Bank and Industrial and Commercial Bank of China [3][9]. - The report highlights the potential for mid-sized banks to attract capital for growth, particularly in the context of capital replenishment and profitability [3][9].

Core Viewpoint - Suzhou Bank successfully held the 2025 Wealth Festival and celebrated its 15th anniversary, emphasizing its mission of "serving the people" and the brand image of "heartfelt wealth management" [1][3] Group 1: Event Highlights - The event was attended by leaders from various financial institutions and over 300 representatives from business associations and VIP clients [1] - The bank's president and vice president participated in the event, showcasing the institution's commitment to local economic development [1][3] Group 2: Strategic Goals and Vision - The Suzhou Municipal Financial Office emphasized the importance of strengthening wealth management institutions and fostering collaboration among financial entities to enhance the competitiveness of China's financial system [3] - Suzhou Bank aims to continue its mission of safeguarding residents' wealth and providing high-quality wealth management services, aligning with its core values of stability, professionalism, and innovation [4][6] Group 3: Financial Performance and Growth - As of the end of Q1 2025, Suzhou Bank's total assets exceeded 720 billion yuan, a 15-fold increase since its establishment, with personal financial assets surpassing 383.6 billion yuan and personal wealth management scale nearing 120 billion yuan [5] - The Su Xin Fund, established one year ago, has a management scale of nearly 16 billion yuan and aims to be a protector of client interests and a pioneer in industry reforms [5] Group 4: Future Outlook - The bank plans to enhance its "Su Xin Wealth" brand and continue developing a comprehensive service system that caters to clients throughout their financial lifecycle [4][6] - The event featured a macroeconomic outlook presentation and discussions on future plans for the Su Xin Fund, reinforcing the bank's commitment to long-term client relationships and responsible financial management [5]

Investment Rating - The industry investment rating is "Overweight" indicating a positive outlook for the sector compared to the overall market performance [25]. Core Viewpoints - The report highlights that in April 2025, new social financing (社融) amounted to approximately 1.16 trillion yuan, which is an increase of 1.22 trillion yuan year-on-year, with a year-on-year growth rate of 8.7% [3][4]. - The report anticipates that credit growth will remain stable throughout 2025, with an estimated annual credit increment of around 18.1 trillion yuan, leading to a credit growth rate of approximately 7.1% [4]. - The report emphasizes the importance of government bonds as a primary support for social financing, with government bond issuance in April reaching about 972.9 billion yuan, a year-on-year increase of approximately 1.07 trillion yuan [4][10]. Summary by Sections Credit Market Analysis - In April, new credit was 280 billion yuan, a decrease of 450 billion yuan year-on-year, attributed to the seasonal nature of credit in this period and the impact of debt replacement [4]. - Corporate loans saw a year-on-year decrease of approximately 2.5 trillion yuan, reflecting weak demand in the corporate sector [4][15]. - Retail credit demand remains under pressure, with a net decrease of 521.6 billion yuan in household loans, indicating a lack of sustained momentum in the housing market [4][18]. Monetary Supply - M1 increased by 1.5% year-on-year, while M2 grew by 8.0%, showing a rebound in growth rates [8][4]. - The report notes that the decline in deposits was significant, with a net decrease of 440 billion yuan in April, reflecting a shift in risk preferences among investors [4]. Investment Recommendations - The report suggests that bank stocks are attractive in both counter-cyclical and pro-cyclical contexts, with high dividend yields becoming increasingly appealing [4]. - Specific banks recommended for investment include Agricultural Bank of China (A+H), Chongqing Bank, and Suzhou Bank, among others, due to their solid provisioning and growth potential under favorable policies [4].

Core Viewpoint - The A-share banking sector has shown significant strength, reaching new highs not seen since mid-July 2015, with major banks like Agricultural Bank of China, Shanghai Bank, and China Everbright Bank hitting historical price peaks. This surge has positively impacted the ChiNext Index and the Shanghai Composite Index, which rose over 1% in the afternoon session [1]. Group 1: Market Performance - The banking sector's performance has led to a notable increase in stock prices, with several banks achieving record highs [1]. - Specific banks such as Zhengzhou Bank, Ningbo Bank, and Xiamen Bank have shown positive growth percentages, with increases of 3.09%, 2.87%, and 2.84% respectively [2]. Group 2: Fund Management Regulations - New regulations for public funds are expected to significantly boost the valuation recovery of A-share banking stocks, as these regulations will guide asset allocation towards the CSI 300 index, necessitating an increase in bank stock holdings due to a substantial "allocation gap" [2][3]. - As of the end of 2024, the proportion of bank holdings in actively managed funds is only 3.81%, while the banking sector's weight in the CSI 300 index is 13.67%, indicating a deviation of nearly 10 percentage points [3][9]. Group 3: Individual Bank Analysis - Under the new fund allocation trends, banks that were previously underweighted, such as China Merchants Bank, Industrial Bank, and Bank of Communications, are expected to benefit the most from increased fund allocations [5][12]. - Specific banks like China Merchants Bank and Industrial Bank have the highest underweight ratios, with deviations of 1.9% and 1.5% respectively [11]. Group 4: Regulatory Changes - The new public fund regulations emphasize a performance-based assessment system, increasing the weight of fund performance metrics in evaluating fund managers, with a minimum of 80% weight on fund product performance indicators [6][10]. - Funds that significantly deviate from performance benchmarks will be closely monitored, with quarterly reports required to detail industry allocation differences and adjustment plans [10].