国浩律师（苏州）事务所 关于 江苏常熟农村商业银行股份有限公司 2025 年第四次临时股东会 之 见证法律意见书 苏州工业园区旺墩路 269 号圆融星座商务广场 1 幢 28 楼（215000） 电话：（+86）（512）62720177 传真：（+86）（512）62720199 www.grandall.com.cn 网址/Website：http：//www.grandall.com.cn 2025 年 12 月 国浩律师（苏州）事务所 关于江苏常熟农村商业银行股份有限公司 2025 年第四次临时股东会之见证法律意见书 致：江苏常熟农村商业银行股份有限公司 江苏常熟农村商业银行股份有限公司（以下简称"公司"）2025年第四次临时股东会 于2025年12月1日上午10:00在江苏省常熟市新世纪大道58号该行三楼多功能厅召开，国浩 律师（苏州）事务所（以下简称"本所"）接受公司的委托，指派孙珩晋律师、黄亦依律 师（以下简称"本所律师"）出席会议，并依据《中华人民共和国证券法》（以下简称《证 券法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员 会《上市公司股东会规则》、《江苏常熟农 ...

| 1、出席会议的股东和代理人人数 | 760 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,371,979,762 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 41.3680 | | 份总数的比例（%） | | 证券代码：601128 证券简称：常熟银行 公告编号：2025-058 江苏常熟农村商业银行股份有限公司 2025年第四次临时股东会决议公告 江苏常熟农村商业银行股份有限公司（以下简称"本行"）董事会及全体董 事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东会召开的时间：2025 年 12 月 1 日 (二)股东会召开的地点：江苏省常熟市新世纪大道 58 号本行三楼多功能厅 (三)出席会议的普通股股东及其持有股份情况： (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会由本行董事会召集，采取现场和网络投票相结合的方式召开，由 薛文董事长主持。本次股东会的 ...

Market Performance - The rural commercial bank sector increased by 1.44% on December 1, with Zhangjiagang Bank leading the gains [1] - The Shanghai Composite Index closed at 3914.01, up 0.65%, while the Shenzhen Component Index closed at 13146.72, up 1.25% [1] Individual Stock Performance - Zhangjiagang Bank (002839) closed at 4.74, up 4.41% with a trading volume of 1.1194 million shares and a transaction value of 5.31 billion [1] - Qingnong Commercial Bank (002958) closed at 3.21, up 2.23% with a trading volume of 850,300 shares and a transaction value of 270 million [1] - Yunnan Agricultural Bank (601077) closed at 6.64, up 2.15% with a trading volume of 639,200 shares and a transaction value of 422 million [1] - Jiangyin Bank (002807) closed at 4.92, up 2.07% with a trading volume of 543,000 shares and a transaction value of 266 million [1] - Other notable performances include Yuanxi Bank (600908) at 6.17 (+1.98%), Sunong Bank (603323) at 5.30 (+1.92%), and Ruifeng Bank (601528) at 5.61 (+1.63%) [1] Fund Flow Analysis - The rural commercial bank sector experienced a net outflow of 83.7827 million from institutional investors, while retail investors saw a net inflow of 1.7564 million [1] - Notable net inflows from speculative funds amounted to 82.0263 million [1] Detailed Fund Flow for Individual Stocks - Yunnan Agricultural Bank (601077) had a net inflow of 24.4028 million from institutional investors, while retail investors had a net outflow of 36.2857 million [2] - Jiangyin Bank (002807) saw a net inflow of 17.2582 million from institutional investors, with retail investors experiencing a net outflow of 4.7439 million [2] - Other banks like Zijin Bank (601860) and Ruifeng Bank (601528) also showed varied fund flows, with Zijin Bank having a net inflow of 2.9176 million from speculative funds [2]

Core Viewpoint - The A-share market has seen a significant increase in bank stocks, with notable gains in several banks on December 1st, indicating positive market sentiment towards the banking sector [1]. Summary by Category Stock Performance - Zhangjiagang Bank increased by 5.07%, with a total market capitalization of 11.7 billion and a year-to-date increase of 16.95% [2]. - Xiamen Bank rose by 4.34%, with a market cap of 19.7 billion and a year-to-date increase of 35.40% [2]. - Qilu Bank saw a 3.38% increase, with a market cap of 37.7 billion and a year-to-date increase of 14.59% [2]. - Jiangyin Bank increased by 2.07%, with a market cap of 12.1 billion and a year-to-date increase of 18.46% [2]. - Wuxi Bank and Shanghai Bank both rose nearly 2%, with market caps of 13.5 billion and 143.1 billion respectively, and year-to-date increases of 10.04% and 15.96% [1][2]. Technical Indicators - The formation of a MACD golden cross signal suggests a positive trend for these bank stocks, contributing to their upward momentum [1].

Core Viewpoint - The article emphasizes the deep integration of technology and finance in China, particularly in Jiangsu, Zhejiang, and Anhui provinces, highlighting how banks are innovating financial services to empower high-quality development of technology enterprises [2]. Group 1: Jiangsu's Financial Support for Tech Enterprises - Jiangsu has 89,000 technology-based SMEs and 57,000 high-tech enterprises, leading nationally in both categories [4]. - By Q3 2025, the province's technology loan balance exceeded 5 trillion yuan, a 16% year-on-year increase, with 65,800 technology enterprises receiving loans, an increase of 1,304 from the previous year [4]. - Bank of China Jiangsu Branch provided systematic financial services across the entire lifecycle of tech enterprises, with a technology loan balance of 551.7 billion yuan, up 21.9% year-on-year, serving over 24,000 clients [7]. - Construction Bank Suzhou Branch developed a "3+4" technology financial service system, serving over 12,000 tech enterprises with a loan balance exceeding 160 billion yuan [8]. Group 2: Innovative Financial Products - Jiangsu Bank launched products like "Smart Transformation Loan" and "Low Carbon Loan" to support tech enterprises in their growth phases [10]. - Jiangsu Bank's technology loan balance reached nearly 290 billion yuan, with 24,000 clients, indicating significant engagement with specialized enterprises [11]. - Changshu Rural Commercial Bank focused on small and micro enterprises, providing tailored financial services and establishing a "joint investment" strategy [12]. Group 3: Zhejiang's "ZheKe Joint Loan" Model - Zhejiang's "ZheKe Joint Loan" model was introduced to address the limitations of single bank services, facilitating long-term partnerships among banks to support tech enterprises [14][16]. - The model includes three types of loans for different stages of enterprise development, with a total of 27 banks participating and 1.087 billion yuan disbursed to 197 enterprises [17][18]. Group 4: Anhui's "Common Growth Plan" - Anhui's "Common Growth Plan" was launched to address the mismatch of risk and return in tech credit, with over 15,000 enterprises signing up and a loan balance exceeding 210 billion yuan [22][23]. - The plan allows for longer loan terms and higher average credit amounts, with an average term of 3.1 years and credit amounts exceeding 31 million yuan [26]. - The "Common Growth Plan 2.0" introduced a "stock option income swap model" to enhance financial support for tech enterprises, with over 1,000 transactions completed [29][30].

Market Performance - The agricultural commercial bank sector increased by 0.53% compared to the previous trading day, with Hu Nong Bank leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] Individual Stock Performance - Hu Nong Bank (601825) closed at 9.42, with a rise of 2.95% and a trading volume of 470,800 shares, totaling a transaction value of 441 million yuan [1] - Other banks such as Zijin Bank (601860) remained unchanged at 2.77, while Su Nong Bank (603323) decreased by 0.19% to 5.20 [1] - Jiangyin Bank (002807) and Qingnong Bank (002958) saw declines of 0.62% and 0.63%, respectively, with closing prices of 4.82 and 3.14 [1] Capital Flow Analysis - The agricultural commercial bank sector experienced a net inflow of 29.52 million yuan from main funds, while retail investors saw a net outflow of 76.19 million yuan [1] - Notable net inflows from speculative funds were recorded at 46.67 million yuan [1] Detailed Capital Flow for Individual Stocks - Jiangyin Bank (002807) had a main fund net inflow of 27.00 million yuan, but a net outflow of 17.94 million yuan from retail investors [2] - Su Nong Bank (603323) reported a main fund net inflow of 12.32 million yuan, with retail investors experiencing a net outflow of 6.88 million yuan [2] - Wuxi Bank (600908) had a main fund net inflow of 10.91 million yuan, while retail investors faced a net outflow of 12.60 million yuan [2]

Core Viewpoint - The company announced the redemption of idle raised funds amounting to 19 million yuan for cash management purposes, indicating a strategic approach to utilize temporary idle funds effectively [1] Group 1: Financial Management - The company utilized part of its idle raised funds for cash management, with a total redemption amount of 19 million yuan [1] - Investments include a 10 million yuan product purchased from Jiangsu Changshu Rural Commercial Bank, maturing on November 27, 2025, with a yield of 14,600 yuan [1] - Another investment of 9 million yuan was made in a product from China Merchants Bank Suzhou Branch, maturing on November 28, 2025, with a yield of 12,100 yuan [1] Group 2: Approval and Limits - The company received approval on August 25, 2025, to use up to 230 million yuan of idle raised funds for investment products, with a maximum investment period of 12 months [1] - The current usage of funds has not exceeded the approved limit [1]

Core Viewpoint - The banking sector is witnessing significant share buybacks from major shareholders and executives, indicating confidence in the banks' future performance and value growth, despite market fluctuations around the 3000-point level [1][10]. Group 1: Shareholder Actions - On November 27, Everbright Bank announced that CITIC Financial Asset Management increased its stake in the bank, marking the seventh bank to report shareholder or executive buybacks in November [1]. - CITIC Financial Asset raised its shareholding in Everbright Bank from 8.00% to 9.00%, acquiring approximately 275 million A-shares and 315 million H-shares, totaling 1.00% of the bank's total equity [6]. - Other banks, such as Nanjing Bank and Chengdu Bank, also reported significant share buybacks by their major shareholders, with Nanjing Bank's major shareholder increasing their stake by 1.04% [6][8]. Group 2: Market Performance - The banking index has seen a nearly 8% increase in the fourth quarter, with major banks like Agricultural Bank of China and Industrial and Commercial Bank of China reaching historical highs [10]. - The continuous buybacks by shareholders and executives are providing support for bank stock prices, reflecting confidence in the long-term investment value of these banks [10][11]. Group 3: Investment Trends - Over half of the listed banks have disclosed buyback plans from major shareholders or executives, with the top five banks by buyback amount being Nanjing Bank (7.38 billion), Suzhou Bank (1.74 billion), Everbright Bank (1.24 billion), Shanghai Pudong Development Bank (890 million), and Chengdu Bank (610 million) [8]. - The banking sector has attracted significant net buybacks amounting to approximately 12.63 billion, ranking second among all sectors, only behind transportation [7][8].

Core Viewpoint - The article highlights the significant increase in shareholding by major shareholders and executives in various banks, indicating strong confidence in the banking sector's future performance amidst market fluctuations [1][11]. Group 1: Shareholding Changes - China Citic Financial Asset Management Co., Ltd. increased its stake in Everbright Bank from 8.00% to 9.00%, acquiring approximately 275 million A-shares and 315 million H-shares, totaling 1.00% of the bank's total equity [6][7]. - Nanjing Bank's major shareholder, BNP Paribas, increased its stake by over 128 million shares, raising its holding to 18.06% [7]. - Chengdu Bank's actual controller and shareholders increased their holdings by approximately 34.2 million shares, investing a total of 611 million yuan [7]. Group 2: Overall Market Trends - Since the beginning of the year, the banking sector has seen net increases in shareholdings amounting to approximately 9.03 billion yuan, ranking first among 31 industries [8]. - The banking sector has experienced a total increase in shareholdings of about 12.63 billion yuan, second only to the transportation industry, with a decrease of around 3.6 billion yuan [8]. - More than half of the listed banks have disclosed plans for major shareholders or executives to increase their holdings, with the top five banks by increase amount being Nanjing Bank (7.38 billion yuan), Suzhou Bank (1.74 billion yuan), Everbright Bank (1.24 billion yuan), Shanghai Pudong Development Bank (890 million yuan), and Chengdu Bank (610 million yuan) [8]. Group 3: Market Performance - The banking index has risen nearly 8% in the fourth quarter, driven by the continuous buying from shareholders and executives [10][11]. - Major banks like Agricultural Bank of China and Industrial and Commercial Bank of China have reached historical highs in stock prices, indicating a strong performance in the banking sector [11]. - Analysts suggest that the ongoing buying activity from shareholders and executives provides support for bank stock prices, especially as the market experiences significant volatility [11]. Group 4: Future Outlook - The article suggests that the ongoing shareholding increases reflect confidence in the long-term investment value of banks, particularly those with stable operations and strong regional economic resilience [12]. - Future valuation recovery for bank stocks is expected to be driven by low valuations, high dividend yields, regional economic support, and favorable policy conditions [12].

Core Viewpoint - The continuous share buybacks by major shareholders in various banks indicate strong confidence in the banks' future performance, even as the broader market struggles to maintain stability around the 3000-point mark [1]. Shareholder Actions - China Citic Financial Asset Management Co., Ltd. increased its stake in Everbright Bank from 8.00% to 9.00%, acquiring approximately 275 million A-shares and 315 million H-shares, totaling 1.00% of the bank's total equity [6][7]. - In November, several banks, including Nanjing Bank and Chengdu Bank, reported significant share purchases by their major shareholders, reflecting confidence in their growth potential [7][8]. Market Performance - The banking sector has shown resilience, with the banking index rising nearly 8% in the fourth quarter, driven by shareholder and executive buybacks [10]. - The banking sector has seen a net increase in share purchases amounting to approximately 9.03 billion yuan, ranking first among 31 industries [8]. Investment Sentiment - Analysts suggest that the ongoing buybacks by bank shareholders and executives signal a strong belief in the long-term investment value of these banks, particularly those with stable operations and strong regional economic resilience [10][11]. - The increase in share buybacks is seen as a positive indicator for market valuation, providing a clear valuation anchor for investors [10].