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兴业银行: 兴业证券股份有限公司关于兴业银行股份有限公司详式权益变动报告书之财务顾问核查意见
Zheng Quan Zhi Xing·2025-05-28 10:53

Core Viewpoint - The financial advisory firm, Xinyi Securities, has conducted a thorough review of the detailed equity change report of Xinyi Bank, confirming that the report complies with relevant laws and regulations, and the disclosed information is true, accurate, and complete [1][21]. Group 1: Equity Change Overview - The equity change involves the conversion of 86,436,760 units of "Xinyi Convertible Bonds" into 388,479,819 shares of Xinyi Bank at a conversion price of 22.25 yuan per share, resulting in the Fujian Provincial Finance Department and its concerted actions holding a total of 20.57% of Xinyi Bank's shares post-conversion [4][12]. - The conversion of bonds to shares is part of a strategy to enhance the management of state-owned financial capital without altering the management structure of the Fujian Provincial Finance Department over Xinyi Bank [9][12]. Group 2: Compliance and Verification - Xinyi Securities has verified that the information provided by the Fujian Provincial Finance Department and its concerted actions is complete and accurate, with no significant omissions or misleading statements found [5][21]. - The financial advisory firm has confirmed that the equity change complies with the requirements set forth by the Company Law, Securities Law, and relevant disclosure standards [5][21]. Group 3: Financial and Operational Details - The Fujian Provincial Finance Department, as the information disclosing party, is a governmental entity with no applicable financial data for the last three years, while its concerted action, Fujian Financial Investment Co., has reported total assets of 22,875,476.86 million yuan as of December 31, 2024 [6][19]. - The financial performance of Fujian Financial Investment Co. shows a revenue increase from 662,200.09 million yuan in 2022 to 1,573,217.29 million yuan in 2024, indicating a growth rate of approximately 8.72% [7][19]. Group 4: Future Plans and Commitments - There are no plans for significant changes to the main business operations, restructuring, or adjustments to the board of directors within the next 12 months from the date of the report [13][14]. - The Fujian Provincial Finance Department and its concerted actions have committed to adhering to legal requirements regarding related party transactions and ensuring fair pricing and conditions in any future dealings with Xinyi Bank [15][16].