关于南京银行股份有限公司 2025 年第二次临时股东大会的 法律意见书 江苏金禾律师事务所 中国 南京 中山南路 8 号苏豪大厦 10 楼 邮编 210005 Add: 10F, Suhao Building, 8 South Zhongshan Road, Nanjing, China 电话（Tel）：025-84723732 传真（Fax）：025-84730252 1 江苏金禾律师事务所 法律意见书 江苏金禾律师事务所 关于南京银行股份有限公司 2025年第二次临时股东大会的法律意见书 致:南京银行股份有限公司 江苏金禾律师事务所(以下简称"本所")接受南京银行股份有限公司(以下 简称"公司")的委托，指派夏维剑律师、顾晓春律师出席了公司召开的 2025 年第二次临时股东大会（以下简称"本次股东大会"），对公司本次股东大会的 召集和召开程序、出席会议人员的资格、表决程序的合法性、有效性，依据《中 华人民共和国公司法》《中华人民共和国证券法》等有关法律、法规和规范性文 件以及《南京银行股份有限公司章程》(以下简称"《公司章程》")进行了认真 的审查。 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 ...

证券代码：601009 证券简称：南京银行 公告编号：2025-078 优先股简称：南银优 1 优先股代码：360019 南银优 2 360024 南京银行股份有限公司 2025年第二次临时股东大会决议公告 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、准确性和完整性承担法律责任。 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)股东大会召开的时间：2025 年 11 月 12 日 (二)股东大会召开的地点：江苏省南京市建邺区江山大街 88 号本公司河西总部 大楼四楼 401 会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 649 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 8,466,152,151 | | 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 | | | 份总数的比例（%） | 68.4766 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次会议采用现场与网络投票 ...

Group 1 - The core viewpoint of the article highlights the performance of several banks in the market, specifically noting their stock prices and percentage declines for the day [1] - Xi'an Bank closed at 4.11 yuan, experiencing a decline of 0.72% [1] - Qingdao Bank closed at 5.08 yuan, with a decrease of 0.59% [1] - Hangzhou Bank's stock price was 16.15 yuan, down by 0.43% [1] - Nanjing Bank closed at 11.59 yuan, also seeing a drop of 0.43% [1] - The banking sector overall saw a slight increase of 0.28%, despite the declines of the mentioned banks [1]

Core Insights - The city commercial bank sector experienced a slight increase of 0.05% on November 12, with Changsha Bank leading the gains [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] Stock Performance - Changsha Bank (601577) closed at 10.08, up 0.90% with a trading volume of 199,800 shares and a transaction value of 201 million yuan [1] - Shanghai Bank (601229) closed at 10.22, up 0.89% with a trading volume of 597,100 shares and a transaction value of 611 million yuan [1] - Other notable performances include: - Lanzhou Bank (001227) at 2.44, up 0.41% - Jiangsu Bank (616009) at 11.13, up 0.27% - Beijing Bank (601169) at 5.73, up 0.17% [1] Capital Flow - The city commercial bank sector saw a net inflow of 220 million yuan from main funds, while retail investors experienced a net outflow of 200 million yuan [2] - Key capital flows include: - Jiangsu Bank (600919) with a net inflow of 10.4 million yuan from main funds [2] - Beijing Bank (601169) with a net inflow of 62.5 million yuan from main funds [2] - Shanghai Bank (601229) with a net inflow of 58.5 million yuan from main funds [2]

Core Insights - The private banking sector has seen significant growth in the first three quarters of this year, with seven listed banks reporting over 100,000 private banking clients as of September 30, 2023, indicating a rising demand for wealth management services among high-net-worth individuals [2][4][5] Group 1: Growth in Private Banking Clients - Multiple banks reported a client growth rate exceeding 10%, with Minsheng Bank, Beijing Bank, and Nanjing Bank showing increases over 15% [4] - Minsheng Bank had the fastest growth, reaching 73,409 private banking clients, an increase of 18.21% from the end of last year [5] - Beijing Bank reported 20,586 private banking clients, up 17.9%, and an asset under management (AUM) of 224 billion yuan, a 14.39% increase [5][6] Group 2: Market Position of Major Banks - State-owned banks continue to dominate the private banking market, with Agricultural Bank of China leading at 279,000 clients, followed by China Construction Bank and Bank of China [6] - China Merchants Bank and Ping An Bank have also joined the "100,000 club," with Ping An Bank reaching 103,300 clients, marking its first entry into this category [6][7] Group 3: Challenges and Opportunities in Wealth Management - The growth in private banking clients is attributed to the expanding base of high-net-worth individuals and the upgrading of banking services [9] - The Hu Run Wealth Report indicates that the total wealth of China's 6 million affluent families has reached 150 trillion yuan, with ultra-high-net-worth families holding 87 trillion yuan, an increase from 56% to 58% of total wealth [9] - The private banking sector is facing challenges such as economic shifts, declining risk-free returns, and reduced investor confidence, necessitating a transformation in wealth management services [10][11]

Core Insights - The private banking business has seen significant growth in the first three quarters of this year, with seven listed banks surpassing 100,000 private banking clients as of September 30, 2023, driven by the increasing number of high-net-worth individuals and evolving wealth management needs [1][3][6] Growth of Private Banking Clients - Several banks reported a client growth rate exceeding 10%, with Minsheng Bank, Beijing Bank, and Nanjing Bank showing increases over 15%. Minsheng Bank led with an 18.21% growth, reaching 73,409 clients [3][6] - Beijing Bank's private banking clients grew by 17.9% to 20,586, with total assets under management (AUM) increasing by 14.39% to 224 billion yuan [3][6] - Nanjing Bank also reported a 15.43% increase in private banking clients [3] Dominance of State-Owned Banks - State-owned banks continue to lead in absolute numbers, with Agricultural Bank of China having 279,000 clients, followed by China Construction Bank with 265,500 clients [4] - China Merchants Bank and Ping An Bank have also joined the "100,000 club," with Ping An Bank reaching 103,300 clients, marking its first time surpassing this threshold [4][6] Market Dynamics and Competition - The private banking market is characterized by a competitive landscape where state-owned banks leverage their scale, while joint-stock banks focus on differentiated services and operational efficiency [7] - The growth of high-net-worth individuals is expected to drive competition towards service quality and asset allocation capabilities [7] Challenges in Wealth Management - The wealth management sector faces three main challenges: economic growth slowdown, declining risk-free returns, and reduced investor confidence [10][11] - Banks are urged to upgrade their wealth management services to meet clients' real needs and utilize various financial tools for comprehensive solutions [11] Changing Client Demographics - The core client base for private banking is shifting from traditional business owners to new economy groups, with a notable increase in demand for comprehensive wealth management services [9] - Banks are redefining their target clients based on their strengths, with some focusing on family wealth transfer and others on retirement financial management [9]

Core Insights - The surge in "direct sale" properties by banks, including Lanzhou Bank, Jilin Bank, and Tianjin Bank, has become a focal point in the real estate market, raising concerns about its impact on the second-hand housing market [2][4][8] Group 1: Market Dynamics - Banks are increasingly engaging in "direct sale" of properties, which are obtained through judicial processes, allowing them to sell properties with clear ownership [3][4] - The number of properties listed for direct sale has significantly increased, with Lanzhou Bank listing 1,779 properties and Jilin Bank over 2,000 properties for 2025 [4] - The direct sale properties are often priced 10% to 25% below market value, making them attractive to price-sensitive buyers [5][8] Group 2: Financial Implications - The rise in direct sale properties is seen as a response to the pressure of non-performing assets and a cooling auction market, prompting banks to adopt a direct sale model [7][8] - The overall non-performing loan rate for mortgages is currently manageable, but there is an upward trend in personal business loan defaults [7] - The auction market has seen a decline, with a 5.7% drop in the number of properties listed for auction in 2025 compared to the previous year [7] Group 3: Impact on Real Estate Market - The actual transaction volume of bank direct sale properties is low, typically accounting for only 1% to 3% of total second-hand home transactions, indicating limited long-term impact on overall housing prices [9] - The pricing strategy of direct sale properties may temporarily suppress buyer expectations and influence local pricing dynamics [9] - Future collaboration between banks and real estate agents is anticipated, where banks provide baseline pricing and risk control while agents handle customer interactions and transactions [8][9]

11月12日，芯联资本宣布其首支主基金完成12.5亿元规模的募集。该支基金整体规模预计超15亿元，重点布局半导体、人工智能、机器人、新能源等硬科 技领域。 据了解，投资人包括基石出资人芯联集成，以及上海临港新片区基金、孚腾资本、元禾辰坤、建发新兴基金、 嘉兴国投、南京银行、芯朋微、富乐德、 江丰电子，涵盖产业上市公司龙头、头部市场化母基金、知名国资母基金、市场化政府出资平台及银行系金融机构等。 市场分析认为，在整体募资难的大环境下，芯联资本能够实现高度市场化的LP结构较为难得，这体现了市场对于硬科技发展的投资信心，也反映出专业 投资机构对芯联资本在相关领域的投资策略及专业能力的认可与信心。 封面新闻记者 付文超 芯联资本创始合伙人袁锋表示，该期基金的顺利募集，本质上是投资者对中国硬科技及战略性新兴产业长期发展的信心体现。由于战略产业具有特殊性和 周期性，不同发展阶段的企业需求差异显著。芯联资本作为专注产业投资、陪伴被投企业穿越周期的投资机构，将在积极把握战略性新兴产业发展机遇的 同时，通过CVC的链接与赋能，陪伴和赋能被投企业发展，并为投资人创造可持续的长期回报。 ...

Core Insights - The establishment of the Science and Technology Innovation Financial Reform Pilot Zone in Nanjing aims to create a demonstration area for financial cooperation, innovation in products and services, and deep integration of industry and city [1] Group 1: Financial Innovations and Support - Nanjing Fangshenghe Pharmaceutical Technology Co., Ltd. has successfully utilized the "Technology Project R&D Expense Loss Insurance," which is the first of its kind in the country, to mitigate R&D risks [2][3] - The company received nearly one million yuan in compensation from the insurance, which helped offset R&D costs [3] - The Industrial and Commercial Bank of China (ICBC) Nanjing Branch developed a new credit rating model for technology companies, allowing Fangshenghe to secure an 85.14 million yuan loan, marking the first loan issued under this new model [4] Group 2: Policy and Regulatory Support - The financial regulatory authority announced a pilot program to relax merger loan policies for technology companies, including Nanjing as one of the pilot cities [5] - The Jiangsu Provincial Government has outlined a clear roadmap for the reform of the Science and Technology Innovation Financial Reform Pilot Zone, with 20 key tasks identified [6] - A quarterly dynamic evaluation mechanism has been established to assess the effectiveness of financial institutions in serving technological innovation [6] Group 3: Investment Trends and Market Dynamics - The robotics industry in Nanjing is emerging as a significant investment hotspot, with companies like Estun Robotics making strides in the field [8][10] - The Jiangsu Nanjing Soft Information Service Industry Special Fund invested 30 million yuan in Estun Cool Technology, which is part of a larger financing goal of 130 million yuan [8][9] - The investment in Estun Cool Technology is the first direct investment project from the provincial strategic emerging industry fund [8] Group 4: Collaborative Financial Models - The "loan + external direct investment" model has been emphasized in Nanjing, allowing banks and investment institutions to collaborate effectively [10] - The establishment of a "see investment, then lend" mechanism has helped banks overcome their hesitance in financing high-tech enterprises [10] - The Jiangsu Provincial Financial Office is exploring a "patent commercialization + equity" model to facilitate the transformation of patent achievements into financial products [11] Group 5: Growth Metrics and Achievements - As of September 2025, the total loan balance for technology enterprises in Nanjing reached 450 billion yuan, a year-on-year increase of 38% [15] - Since the establishment of the pilot zone, 17 new domestic and foreign listed companies have emerged, including five on the Sci-Tech Innovation Board [15] - The total direct financing from newly issued technology innovation bonds exceeded 54 billion yuan [15]

Group 1 - The core idea of the news is the establishment and development of the Nanjing Science and Technology Financial Reform Pilot Zone, which aims to create a demonstration area for science and technology finance, innovative product business aggregation, and deep integration of industry and city [2][3][8] - The pilot zone has seen significant achievements in promoting technology finance from "experiment" to "demonstration," with various financial institutions and enterprises growing together [3][9] - The Nanjing government and financial regulatory bodies have implemented multiple measures to support the pilot zone, including the introduction of specialized financial products and services for technology enterprises [8][14] Group 2 - Nanjing Fangshenghe Pharmaceutical Technology Co., Ltd. has successfully navigated financing challenges by utilizing innovative insurance products, such as the "R&D Expense Loss Insurance," which is the first of its kind in the country [4][5][6] - The company has received nearly 100 million yuan in compensation from insurance, effectively mitigating R&D risks and allowing for further investment in other insurance products [5][6] - Fangshenghe's successful acquisition of Li Tail Pharmaceutical was supported by a nearly 100 million yuan merger loan from Industrial and Commercial Bank of China, facilitated by a new evaluation model for technology enterprises [6][7] Group 3 - The Nanjing pilot zone has established a comprehensive financial service system for technology enterprises, with a focus on "policy + product + model" innovation [9][18] - The introduction of the "investment-loan linkage" model has become a key initiative in promoting technology finance, allowing banks and investment institutions to collaborate effectively [13][17] - By the end of September 2025, the total loan balance for technology enterprises in Nanjing reached 450 billion yuan, marking a 38% year-on-year increase [18]