一、本次控股股东变更的基本情况 2025 年 1 月，为深入贯彻落实党的二十届三中全会精神和重庆市委六届四 次五次六次全会精神及重庆市委、市政府关于突出主责主业强化核心功能整合优 化改革攻坚的工作部署，重庆渝富控股集团有限公司（以下简称渝富控股）通过 国有股权无偿划转受让重庆渝富资本运营集团有限公司（以下简称渝富资本）持 有的西南证券股份有限公司（以下简称公司）1,960,661,852 股股份，占公司总股 本的 29.51%（有关内容详见相关信息披露义务人于 2025 年 1 月 8 日在上海证券 交易所网站披露的《西南证券股份有限公司收购报告书》）。 本次收购完成后，渝富资本将不再持有公司股权，渝富控股将直接持有公司 1,960,661,852 股，占公司总股本的 29.51%，为公司控股股东。公司实际控制人 仍为重庆市国有资产监督管理委员会。 二、本次控股股东变更进展情况 证券代码：600369 证券简称：西南证券 公告编号：临2025－043 西南证券股份有限公司 关于控股股东变更进展情况的公告 本公司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 ...

Core Insights - The implementation of the "Six Merger Rules" by the China Securities Regulatory Commission (CSRC) has significantly boosted the capital market, particularly in cross-industry mergers and acquisitions (M&A) [1][4] - The number of disclosed M&A plans has surged, with 77 cases reported in the first eight months of the year, marking a nearly fivefold increase year-on-year [4] - The first cross-industry M&A project post-implementation of the "Six Merger Rules" by Southwest Securities involved a transaction scale exceeding 8 billion yuan, setting a new record for private enterprise restructuring [5] Group 1: Market Activity and Trends - The M&A market has seen heightened activity, especially in technology sectors such as semiconductors, AI computing, and robotics [4] - Diverse payment tools, including targeted convertible bonds and M&A loans, are increasingly utilized to alleviate cash pressure on enterprises and enhance transaction flexibility [4] Group 2: Challenges in Cross-Industry M&A - The primary challenge in cross-industry M&A is the difficulty in asset control due to significant differences in industry rules, technical systems, and business models [6][7] - Integration capability is a major concern, as regulatory bodies closely scrutinize whether companies possess the necessary skills to integrate acquired assets effectively [7] - There is often a mismatch in valuation expectations between the acquiring and target companies, complicating negotiations [7] Group 3: Strategies for Identifying Quality Targets - Southwest Securities identifies quality targets based on three dimensions: industry potential, core competitiveness, and integration feasibility [8] - Risk control measures include phased payment structures, encouraging target teams to extend share lock-up periods, and retaining original management teams to ensure smooth transitions [8] Group 4: Competitive Strategy in M&A - The company emphasizes a full-service capability in M&A, covering all aspects from target selection to post-merger integration [9] - A strong focus on industry integration M&A, particularly in strategic emerging sectors, is central to the company's approach [11] Group 5: Future Outlook and Recommendations - The current market environment is favorable for M&A transactions, with stable investor sentiment and rational valuation expectations [12] - Recommendations for regulatory improvements include expedited review processes for small and medium-sized projects and increased flexibility in non-related party transactions [13]

Core Viewpoint - The bond market showed positive performance on the last trading day of Q3, influenced by the central bank's proactive management of liquidity, but the market remains complex with mixed bullish and bearish signals as it heads into Q4 [1][3]. Market Performance - On September 30, all government bond futures closed higher, with the 30-year bond rising by 0.10% to 113.90, the 10-year bond up by 0.17%, the 5-year bond increasing by 0.11%, and the 2-year bond gaining 0.04% [1]. - The yields on major interbank bonds mostly declined, with the 10-year bond "25附息国债11" down by 1.75 basis points to 1.79%, and the 5-year bond "25附息国债14" down by 2.5 basis points to 1.60% [1][2]. Market Sentiment and Liquidity - There has been a shift in market sentiment towards the positive, driven by increased demand for safe-haven assets ahead of the holiday, leading to a recovery in the bond market [3]. - The liquidity environment is stable and supportive for the bond market, with the central bank's actions, including a 14-day reverse repo operation, boosting market confidence [3]. Outlook for Q4 - Analysts suggest that despite historical trends indicating rising rates post-holidays, the current market dynamics are more complex, necessitating caution from investors [5]. - The bond market may experience a mix of recovery and adjustment in Q4, with stable demand potentially leading to a downward trend in rates, while redemption pressures could cause fluctuations [5].

Market Overview - On September 30, 2025, significant intraday fluctuations were observed in the government bond futures market, with all contract maturities rebounding sharply by midday after a cautious opening [1][3] - The 30-year main contract experienced notable volatility, initially dropping by 0.30% before closing up 0.07%, indicating intense long-short competition in the long-end segment [3] Policy Drivers - The fluctuations in government bond futures were primarily driven by multiple positive signals from the policy front, with the People's Bank of China (PBOC) injecting stability into market expectations through precise liquidity provision [4] - On September 30, the PBOC conducted a 7-day reverse repurchase operation at a fixed rate of 1.40%, injecting 242.2 billion yuan into the market, which alleviated seasonal funding pressures [4][5] - The PBOC's third-quarter monetary policy meeting emphasized "promoting stable economic growth" and maintaining ample liquidity, indicating a shift in policy tone from "maintaining" to "promoting" [5][7] Economic Data Impact - The release of the manufacturing PMI data for September, which rose to 49.8%, played a crucial role in influencing market sentiment, reflecting a "weak recovery" in the economy [9][11] - The production index increased to 51.9%, indicating expansion, while the new orders index remained below the threshold, highlighting persistent demand weakness [12][13] Fund Allocation Demand - The concentrated entry of allocation-type funds, particularly from insurance capital, was a key driver behind the price increase in government bonds [14][15] - The 30-year government bond ETF saw significant inflows, with its scale reaching 18.608 billion yuan, reflecting strong demand for long-duration assets [16][19] International Market Transmission Effects - The Federal Reserve's decision to lower interest rates by 25 basis points on September 17, 2025, has influenced global financial markets, leading to a narrowing of the interest rate differential between China and the U.S. [18][20] - The weakening of the U.S. dollar and stabilization of the Chinese yuan have created a favorable environment for foreign capital to flow back into Chinese assets [20][21] Future Outlook and Investment Strategy - The current government bond futures market is in a balancing phase, with a likelihood of 10-year bond yields remaining within the 1.7%-1.9% range, supported by weak economic fundamentals and expectations of liquidity easing [24][26] - Investors are advised to adopt a defensive and diversified strategy, closely monitoring signals from the Federal Reserve and domestic government bond issuance [27][28]

Core Viewpoint - Southwest Securities has shown a mixed performance in stock price and financial metrics, with a notable increase in net profit year-on-year despite a decrease in shareholder numbers [1][2]. Group 1: Stock Performance - As of September 29, Southwest Securities' stock price increased by 2.15% to 4.75 CNY per share, with a trading volume of 135 million CNY and a turnover rate of 0.43%, resulting in a total market capitalization of 31.564 billion CNY [1]. - Year-to-date, the stock price has risen by 3.15%, with a slight increase of 0.42% over the last five trading days, a decrease of 2.06% over the last 20 days, and a rise of 10.34% over the last 60 days [1]. Group 2: Financial Performance - For the first half of 2025, Southwest Securities reported a net profit of 423 million CNY, representing a year-on-year growth of 24.36%, while the operating revenue was reported as 0.00 CNY [2]. - The company has distributed a total of 7.182 billion CNY in dividends since its A-share listing, with 1.063 billion CNY distributed over the past three years [2]. Group 3: Shareholder and Institutional Holdings - As of June 30, 2025, the number of shareholders decreased by 3.94% to 121,500, while the average number of tradable shares per person increased by 4.11% to 51,991 shares [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited holds 132 million shares, an increase of 40.73 million shares from the previous period, while the Guotai CSI All-Index Securities Company ETF holds 61.57 million shares, a decrease of 6.28 million shares [2].

Report Industry Investment Rating No relevant content provided. Core Viewpoints - The listing of the second batch of Science and Technology Innovation Bond ETFs led to a sharp increase in the share of credit - bond ETFs, while other types of bond ETFs faced different challenges. The performance of existing ETFs was under pressure, possibly due to the diversion of funds by new - issued ETFs, and the net value of bond ETFs adjusted due to the upward pressure on bond market yields [2][4][9]. Summary by Directory 1.1 各类债券 ETF 份额走势 - The listing of the second batch of 14 Science and Technology Innovation Bond ETFs on September 24, 2025, led to a significant increase in the share of credit - bond ETFs. Other types of bond ETFs, such as treasury - bond, policy - financial - bond, local - bond, and convertible - bond ETFs, either had small changes or declines in share. As of September 26, 2025, the shares of treasury - bond, policy - financial - bond, local - bond, credit - bond, and convertible - bond ETFs were 684.71 million, 443.12 million, 80.18 million, 6869.38 million, and 5310.15 million respectively, with a total of 13387.53 million shares for bond - type ETFs. Compared with September 19, 2025, the changes were 12.28 million, - 17.61 million, no change, 1193.45 million, and - 78.70 million respectively, with a total change of 1109.42 million shares [2][4][9]. 1.2 主要债券 ETF 份额及净值走势 - The performance of existing major bond ETFs was under pressure, possibly because the market focused more on new - issued Science and Technology Innovation Bond ETFs, causing a siphon effect on funds. As of September 26, 2025, the shares of selected major bond ETFs (30 - year treasury - bond ETF, policy - financial - bond ETF, 5 - year local - bond ETF, urban - investment - bond ETF, and convertible - bond ETF) changed by - 0.14 million, - 17.72 million, no change, 0.10 million, and - 11.80 million respectively compared with September 19, 2025. - Due to the upward pressure on bond market yields, the net value of major bond ETFs adjusted. As of September 26, 2025, the net values of 30 - year treasury - bond ETF, policy - financial - bond ETF, 5 - year local - bond ETF, urban - investment - bond ETF, and convertible - bond ETF changed by - 0.48%, - 0.17%, - 0.03%, - 0.13%, and 0.88% respectively compared with September 19, 2025 [12][15]. 1.3 做市信用债 ETF 份额及净值走势 - The share of 8 existing market - making credit - bond ETFs continued to flow out. As of September 26, 2025, the share changes compared with September 19, 2025 were - 2.00 million, - 5.20 million, - 0.30 million, no change, - 3.00 million, 3.10 million, no change, and - 2.30 million respectively. - The net - value decline of 8 credit - bond ETFs narrowed marginally. As of September 26, 2025, the net - value changes compared with September 19, 2025 were - 0.24%, - 0.24%, - 0.26%, - 0.20%, - 0.34%, - 0.32%, - 0.34%, and - 0.32% respectively. - Last week, the repeated inclusion of individual bonds in the PCF list of credit - bond ETFs was 24 Zhongmei K2. The product of the excess - return change and the corresponding duration of each expanded bond was the highest for 24 Jingtou K6 (1.93%) and the lowest for 24 Zhongmei K2 (- 0.25%) [19][20][22]. 1.4 科创债 ETF 份额及净值走势 - On September 24, 2025, the second batch of 14 Science and Technology Innovation Bond ETFs were officially listed, with a total issuance scale of 40.786 billion yuan. The ETFs tracking the CSI AAA Science and Technology Innovation Bond, SSE AAA Science and Technology Innovation Bond, and Shenzhen AAA Science and Technology Innovation Bond indexes were 10, 3, and 1 respectively. - The net - purchase scale of the second - batch Science and Technology Innovation Bond ETFs showed differentiation. Since the listing on the 24th, the market activity of the second - batch products was significantly higher than that of the first - batch products. The three - day average turnover rates of the first and second batches were 26.0% and 66.7% respectively, and the total net - purchase shares were 72 million and 690 million respectively. The top three products with the most net - purchase inflows last week were Science and Technology Innovation Bond ETF Industrial Bank, Science and Technology Innovation Bond ETF ICBC, and Science and Technology Innovation Bond ETF Huatai - PineBridge, with net - purchase amounts of 10.2 billion, 8.48 billion, and 8.11 billion yuan respectively. - The products corresponding to the CSI AAA Science and Technology Innovation Bond index performed relatively better. In terms of premium and discount, in the first 3 working days after listing, the overall performance of the second - batch Science and Technology Innovation Bond ETFs was better than that of the first - batch products, with a three - day average premium - discount rate of - 0.02%, 0.15bp higher than that of the first batch. - The share increase of Science and Technology Innovation Bond ETFs came from new - issued funds. As of September 26, 2025, the top three products in terms of share were Science and Technology Innovation Bond ETF Harvest, Science and Technology Innovation Bond ETF Penghua, and Science and Technology Innovation Bond ETF China Merchants, with shares of 198.23 million, 191.38 million, and 184.67 million respectively, and the share changes compared with September 19, 2025 were - 0.38 million, 17.60 million, and 39.05 million respectively. As of September 26, the cumulative share of new - issued products was 1296.6 million. - The net values of the second - batch products were generally in the forefront. As of September 26, 2025, the top three products in terms of net value among 24 Science and Technology Innovation Bond ETFs were Science and Technology Innovation Bond ETF Yongying, Science and Technology Innovation Bond ETF Yin Hua, and Science and Technology Innovation Bond ETF Taikang, with net values of 0.9988, 0.9984, and 0.9983 respectively [25][26][28]. 1.5 部分债券 ETF 净流入情况 - In terms of weekly inflows, the top three bond ETFs with the highest cumulative inflows this week were Treasury - bond ETF Dongcai, Benchmark Treasury - bond ETF, and National - Development - Bond ETF, with inflows of 8.98 million, 8.42 million, and 0.17 million yuan respectively. - In terms of monthly inflows, the top three bond ETFs with the highest cumulative inflows this month were Urban - investment - bond ETF, 30 - year Treasury - bond ETF, and Benchmark Treasury - bond ETF, with inflows of 84.65 million, 15.31 million, and 14.37 million yuan respectively. - In terms of cumulative inflows in trading days, the top three bond ETFs with the highest cumulative inflows in the past 10 trading days were Treasury - bond ETF Dongcai (9.59 million yuan), Benchmark Treasury - bond ETF (6.02 million yuan), and Urban - investment - bond ETF (4.58 million yuan); the top three in the past 20 trading days were Urban - investment - bond ETF (84.65 million yuan), 30 - year Treasury - bond ETF (15.31 million yuan), and Benchmark Treasury - bond ETF (14.37 million yuan) [5][30].

Meeting Overview - The shareholder meeting was held on September 26, 2025, at the headquarters of Southwest Securities [1] - The meeting was chaired by Chairman Jiang Donglin, and both on-site and online voting methods were utilized [1] - All 9 current directors attended the meeting, along with the company secretary and other senior management [1] Resolutions Passed - The proposal to amend the company's articles of association and related rules was approved, resulting in the dissolution of the supervisory board and the removal of certain supervisors [1] - The proposal to revise the remuneration and assessment management methods for directors and supervisors was also approved [1] - The proposal to appoint an intermediary for the 2025 financial report and internal control audit was approved [1][2] Legal Compliance - The meeting was witnessed by Shanghai Jintiancheng (Chongqing) Law Firm, confirming that the meeting's procedures and resolutions complied with relevant laws and regulations [2]

（以下简称《公司章程》）《西南证券股份有限公司信息披露事务管理规定》，制 定本规定。 第二条 公司和其他信息披露义务人暂缓、豁免披露临时报告，在定期报告、 临时报告中豁免披露中国证券监督管理委员会（以下简称中国证监会）和上海证 券交易所规定或者要求披露的内容，适用本规定。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地 披露信息，不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者，不得实 施内幕交易、操纵市场等违法行为。 第二章 适用情形与条件 第四条 公司和其他信息披露义务人有确实充分的证据证明拟披露的信息涉 及国家秘密或者其他因披露可能导致违反国家保密规定、管理要求的事项（以下 统称国家秘密），依法豁免披露。 西南证券股份有限公司 信息披露暂缓与豁免管理规定 第一章 总则 第一条 为了规范西南证券股份有限公司（以下简称公司）和其他信息披露 义务人信息披露暂缓、豁免行为，加强信息披露监管，保护投资者合法权益，根 据《中华人民共和国保守国家秘密法》《中华人民共和国证券法》《上市公司信息 披露管理办法》等法律法规、规章、规范性文件和《西南证券股份有限公司章程》 第五条 公司和其他信息披露义 ...

西南证券股份有限公司董事会议事规则 第一章 总则 第一条 西南证券股份有限公司（以下简称公司）为保障董事会依法独立、 规范、有效地行使职权，保障董事会决策合法化、科学化、制度化，根据《中华 人民共和国公司法》《中华人民共和国证券法》《上市公司治理准则》《证券公司 治理准则》等相关法律法规、规章、规范性文件以及《西南证券股份有限公司章 程》（以下简称《公司章程》）的规定，制定本规则。 第二条 董事会是公司的常设机构，对股东会负责，执行股东会决议，确保 公司遵守法律法规、规章、规范性文件以及《公司章程》的规定，维护公司和全 体股东的利益，认真履行《公司章程》和股东会赋予的职责，公平对待全体股东， 并关注其他利益相关者的利益。 第二章 董事会会议的召集 第三条 董事会会议分为定期会议和临时会议。 第四条 董事会每年度至少应召开 4 次定期会议。 第五条 代表 1/10 以上表决权的股东、1/3 以上董事、审计委员会、过半数 独立董事、董事长、总经理，可以提议召开董事会临时会议。 第六条 按照第五条的规定提议召开董事会临时会议时，应当通过董事会秘 书或者直接向董事长提交经提议人签字（盖章）的书面提议。书面提议中应当载 ...

西南证券股份有限公司 独立董事工作细则 第一章 总则 第六条 担任公司独立董事应当符合下列条件： （一）根据法律、行政法规和其他有关规定，具备担任公司董事的资格； 第一条 为进一步完善西南证券股份有限公司（以下简称公司）治理结构， 规范公司独立董事行为，充分发挥独立董事在公司治理中的作用，保障公司独立 董事依法独立行使职权，促进提高公司质量，根据《中华人民共和国公司法》《中 华人民共和国证券法》《证券公司治理准则》《上市公司治理准则》《上市公司独 立董事管理办法》《上海证券交易所股票上市规则》《证券基金经营机构董事、监 事、高级管理人员及从业人员监督管理办法》等法律法规、规章、规范性文件以 及《西南证券股份有限公司章程》（以下简称《公司章程》）等规定，制定本细则。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与公司及公司 主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进行 独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当按照相关法 律、行政法规、中国证券监督管理委员会（以下简称中国证监会）规定、上海证 券交易所业务规则和《公司章程》的规定，认真履 ...