金杜律师事务所 KING&WODD MAILESONS 北京市朝阳区东三环中路1号 环球金融中心东塔20层 20th Floor, East Tower, World Financial Center No.1 Dongsanhuan Zhonglu, Chaoyang District Beijing, 100020, China T +86 10 5878 5588 F +86 10 5878 5577 www.kwm.com 为出具本法律意见书,本所律师审查了国盛金控提供的以下文件,包括但不 限于: 1. 公司 2023 年 5 月 30 日 2022 年度股东大会审议通过的《国盛金融控股集 团股份有限公司章程》（以下简称《公司章程》); 2. 公司 2025年4月22日刊登于巨潮资讯网和深圳证券交易所网站的《第 四届董事会第四十六次会议决议公告》（公告编号: 2025-008）《第四届监事会第 二十八次会议决议公告》(公告编号: 2025-009); 2025 年 4 月 25 日刊登于巨潮 资讯网和深圳证券交易所网站的《第四届董事会第四十七次会议决议公告》(公告 编号：2025-016 ); 202 ...

Market Overview - A-shares experienced a significant rally with all three major indices opening high, particularly the ChiNext Index which rose over 1% [1] - Over 4,100 stocks in the market were in the green, indicating a strong profit-making effect [1] Sector Performance - Technology stocks surged, with EDA concept stocks like Gexun Electronics hitting the 20% daily limit, and leading chip design firms such as Huada Jiutian and Guangliwei rising over 15% [3] - The rally was driven by Nvidia's better-than-expected earnings report and positive signals from the China-Europe semiconductor cooperation meeting [3] - The brokerage sector also showed volatility, with small brokerages like Guosheng Jinkong and Xiangcai Shares experiencing significant gains, attributed to a six-week adjustment period leading to historically low valuations [3] Capital Flow - Northbound capital reversed its previous outflow trend, with a net purchase of 905 million yuan, primarily favoring technology growth stocks [3] - Main funds showed a strong preference for the electronics sector, with over 2.9 billion yuan net inflow, particularly into Apple supply chain leaders like Industrial Fulian and Luxshare Precision [3] Policy Catalysts - The Ministry of Commerce announced reforms to national-level economic development zones, aiming to provide more conveniences for foreign enterprises and support cross-border data flow in free trade zones [5] - This policy is expected to benefit semiconductor packaging companies in regions like Suzhou Industrial Park, with stocks like Antong Holdings rising by 2.2% [5] Technical Analysis - The Shanghai Composite Index stabilized above 3,350 points, approaching the critical resistance level of 3,360 points [8] - If the index can break through this level with increased volume, it may confirm a short-term bottom; otherwise, it could retrace to 3,330 points [8] - The ChiNext Index has shown stronger performance, breaking above its 5-day moving average, indicating a potential rebound in growth stocks [8] Investment Strategy - Short-term focus should be on undervalued semiconductor equipment and AI applications, while maintaining cautious position sizes due to the upcoming Dragon Boat Festival [8] - For mid to long-term investments, sectors like brokerages and new energy, which are currently at low valuations, are recommended, especially brokerages after recent adjustments [8]

Group 1 - The securities industry is entering a new development stage, with firms adjusting their strategic layouts and showing a clear investor-oriented approach during performance briefings [2][3] - Nearly 20 securities firms, including Shenwan Hongyuan, Northeast Securities, Western Securities, and Changjiang Securities, have engaged deeply with investors through various channels [1][3] Group 2 - Cash dividends have become a key focus in communications between securities firms and investors, with Shanxi Securities committing to a cash dividend policy since its listing, planning to increase the cash dividend ratio from at least 10% to at least 30% of distributable profits for 2024 to 2026 [4] - Changjiang Securities has maintained a stable dividend philosophy, having implemented cash dividends for 17 consecutive years, ranking high among listed securities firms [4] Group 3 - The ongoing merger and acquisition (M&A) trend in the securities industry is a focal point for investors, with Western Securities currently undergoing regulatory review for its acquisition of Guorong Securities [5] - Guosheng Jinkong is actively communicating with relevant departments regarding the complex absorption and merger with Guosheng Securities, while Zhejiang Securities and Guodu Securities are also progressing with their integration plans [5] - The acceleration of industry consolidation through multiple ongoing M&A cases is expected to optimize the industry structure and enhance market concentration, ultimately creating greater value for investors [5]

Group 1 - The securities industry is entering a new development opportunity period, with firms planning to optimize business layouts and enhance investor returns through increased dividend frequency and cautious mergers and acquisitions [1][2] - Many listed securities firms have emphasized maintaining a stable dividend policy, with some planning to increase the proportion of cash dividends from at least 10% to at least 30% of distributable profits from 2024 to 2026 [2] - Companies are focusing on improving information disclosure quality and investor relations management to enhance long-term investment value and protect investor rights [2][3] Group 2 - The trend of mergers and acquisitions in the securities industry is accelerating, with several firms actively pursuing acquisitions, such as Western Securities' acquisition of Guorong Securities [3] - Companies are in various stages of regulatory review and integration planning for their merger activities, indicating a proactive approach to industry consolidation [3] - Despite a recovery in industry performance, challenges remain, including declining commission rates and reduced investment banking projects, which are pressuring smaller firms [4][5] Group 3 - Smaller securities firms are facing increased competition due to rising industry concentration and declining fee rates, prompting them to explore differentiated strategies [5] - Leading firms are enhancing their comprehensive service capabilities, with some adopting advanced technologies like AI to improve service efficiency and quality [5][6] - The industry is experiencing a transformation in its profit models and competitive landscape, with firms like Shenwan Hongyuan focusing on building a first-class investment bank and enhancing core professional capabilities [6]

Group 1 - The three major indices opened high but experienced fluctuations, with the securities sector undergoing a pullback, as evidenced by the 0.29% decline in the CSI All Share Securities Companies Index [1] - The largest securities ETF in the Shenzhen market (159841) saw a decrease of 0.21%, with a trading volume exceeding 40 million yuan, while only a few constituent stocks like Hongta Securities, Huatai Securities, Guosheng Financial Holdings, and Caitong Securities showed positive performance [1] - Notably, the securities ETF (159841) has recorded a continuous net inflow of funds over the past seven trading days, accumulating over 120 million yuan [1] Group 2 - According to Citic Securities, the current valuation of the securities industry has adjusted to a reasonable level, supported by favorable fundamentals, policies, and liquidity, as well as the stimulus from industry mergers and acquisitions [1] - The investment strategy recommended by Citic Securities includes focusing on companies with high growth expected in the mid-2025 interim report and low valuations, as well as monitoring the ongoing implementation of regulatory policies and the development prospects of financial advisory, buy-side advisory, and derivatives businesses [1] - Yongxing Securities suggests that the underweighting of the securities sector by public funds may present a reallocation opportunity, particularly for leading securities firms [2] - Zhongyuan Securities indicates that the securities sector is currently in a consolidation phase, awaiting the start of the next upward cycle, with a favorable opportunity for reallocation due to the relative low valuation [2]

Core Viewpoint - The article highlights the recent interactions between securities firms and investors, focusing on performance disclosures, dividend policies, mergers, and strategic initiatives in response to market conditions [1][2]. Dividend and Market Value Management - Several securities firms, including Shanxi Securities and Changjiang Securities, have announced their dividend plans, with Shanxi Securities proposing a cash dividend of 0.9 yuan per 10 shares for 2023 and 1 yuan for 2024, representing 50.43% of net profit attributable to shareholders [3][4]. - Changjiang Securities plans to distribute 1.50 yuan per 10 shares for the 2024 fiscal year, emphasizing a commitment to stable and sustainable returns for investors [3][4]. - Shanxi Securities aims to increase its cash dividend payout ratio from at least 10% to at least 30% over the next three years [3]. Mergers and Shareholding Changes - West Securities is in the process of acquiring control of Guorong Securities, with the acquisition currently under regulatory review [5]. - Guosheng Jinkong has received approval from the CSRC for its absorption merger with Guosheng Securities, which will lead to the dissolution of Guosheng Securities [5][6]. - Changjiang Securities is undergoing a potential share transfer that could make Hubei State-owned Assets the largest shareholder, pending regulatory approval [6]. Research Business Adaptation - Changjiang Securities has risen to third in commission income rankings amid declining public fund commission rates, focusing on expanding services to non-public clients and enhancing research capabilities [7]. - West Securities plans to establish an industry research institute to better serve local economies and key industries, aiming to enhance its research brand [7]. Financial Technology Transformation - Shenwan Hongyuan is advancing its digital transformation by integrating technology into its services, including the development of wealth management and client service platforms [8]. - Shanxi Securities has deployed AI technologies, including the DeepSeek model, to enhance operational efficiency and improve client services through various applications [9].

Group 1 - The securities sector experienced slight fluctuations on May 26, with the largest securities ETF in the Shenzhen market (159841) showing a minor decline of 0.11% and a trading volume exceeding 21 million yuan, indicating premium trading at the beginning of the session [1] - Major constituent stocks such as Huaxin Co., Ltd. rose over 1%, with other stocks like Guosheng Financial Holdings, Guosen Securities, and GF Securities also seeing gains [1] - The securities ETF (159841) has recorded a net inflow of over 110 million yuan over five consecutive trading days, leading in both the number of consecutive inflow days and total inflow amount among similar products in the Shenzhen market [1] Group 2 - The central bank has lowered the benchmark interest rates for loans and deposits by 0.25 percentage points, which is expected to benefit the A-share market by enhancing the profitability of interest-sensitive sectors such as real estate, automotive, and infrastructure [2] - Analysts predict that the recent interest rate cut will lead to a significant rebound in the market, driven by heavyweight stocks [2] - The brokerage sector is expected to see a notable improvement in performance due to the ongoing increase in long-term capital supply and a favorable regulatory environment, with current valuations and institutional holdings in the sector being at low levels, indicating substantial room for correction [2]

Core Viewpoint - The recent collective decision by nine joint-stock banks to lower deposit rates marks China's official entry into a low-interest-rate era, with significant implications for the banking sector and the economy as a whole [1]. Group 1: Interest Rate Trends - The deposit interest rates have seen a dramatic decline from 4% in 2014 to as low as 0.05% for current deposits and below 1% for one-year fixed deposits [1]. - Since 2022, commercial banks have implemented seven rounds of interest rate cuts, totaling a reduction of over 300 basis points [1]. - The one-year Loan Prime Rate (LPR) has decreased by 35 basis points, while the five-year LPR has dropped by 60 basis points in 2024 alone, indicating a rapid decline in interest rates [1]. Group 2: Banking Sector Implications - The net interest margin for banks has fallen below the critical threshold of 1.8%, with a current figure of 1.43%, raising concerns within the industry [4]. - The significant drop in deposit rates (up to 25 basis points) has outpaced the LPR reduction (10 basis points), reflecting a strategic choice by banks to alleviate operational pressures while ensuring lower financing costs for enterprises [4]. - This adjustment is projected to relieve the banking system of over 200 billion yuan annually, which can be redirected to support manufacturing and small enterprises [4]. Group 3: Investment Strategies - With the decline in deposit rates, there is a suggestion for depositors to consider alternative investment options, such as government bonds, cash management products, and long-term fixed-rate insurance products [5]. - Financial experts recommend diversifying investments, with allocations suggested for large-denomination certificates of deposit, money market funds, and bond funds, while maintaining some liquidity [5]. - The transition to a low-interest-rate environment necessitates a shift in investment strategies, encouraging investors to accept moderate risks to adapt to the new financial landscape [5]. Group 4: Economic Context - The trend of declining interest rates is not unique to China, as similar patterns have been observed in Japan and Europe, where low or negative interest rates have persisted for years [1]. - The capital return rate in China has decreased from 15% in 2007 to 5.8% in 2023, which is a key factor driving the downward trend in interest rates [1]. - The shift towards lower interest rates is viewed as a necessary phase in economic transformation rather than a regression of the financial system [7].

| | 准，敬请广大投资者注意投资风险。感谢您的关注。 | | --- | --- | | | 2.请问领导，国盛证券的合并到哪一步了，贵司办事效 | | | 率如此低下吗 | | | 尊敬的投资者，您好！吸收合并事项涉及证券资质牌照 | | | 承继，各方市场登记注销变更，人事业务融合等多方面多环 | | | 节事项，公司正就有关事项与相关部门进行沟通确认积极推 | | | 进。公司将根据相关法律法规的规定、核准批复文件的要求 | | | 办理吸收合并相关事项，并将根据进展情况及时履行信息披 | | | 露义务。感谢您的关注。 | | | 3.尊敬的刘总，您好，4月7号股灾以来，证券行业头部 | | | 上市公司中信证券、国泰海通、中信建投、中金公司、中国 | | | 银河的股价都回到或期间超过股灾之前（4月3日）的股价， | | | 只有国盛金控的股价稳定下跌，请问：1.您如何看待投资者 | | | 用脚投票；2.你如何看待国盛金控高管在雪松信托案上作为 | | | 与股价之间的关系？ | | | 尊敬的投资者，您好！公司股价受二级市场波动等多种 | | | 因素影响。面对市场的波动和行业的竞争，公司将聚 ...

证券代码：002670 证券简称：国盛金控 公告编号：2025-024 国盛金融控股集团股份有限公司 关于持股 5%以上股东股份被冻结续期的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 重要内容提示： ●截至本公告披露日，国盛金融控股集团股份有限公司（以下简称"公司"） 股东雪松国际信托股份有限公司（以下简称"雪松信托"）持有本公司股份 311,734,019 股，占公司总股本的 16.11%，均已全部累计冻结。本次雪松信托所 持公司股份 232,859,055 股被冻结续期，占其所持股份总数的 74.70%，占公司总 股本的 12.03%。 ●本次冻结到期日延长至 2028 年 5 月 11 日。 一、本次股东股份被冻结续期的基本情况 2022 年 5 月，公司股东雪松信托所持有的本公司股份被冻结，股份冻结总 数为 232,859,055 股，占其所持股份总数的 74.70%，占公司总股本的 12.03%，其 中 169,602,205 股的冻结到期日为 2025 年 5 月 19 日，63,256,850 股的冻结到期 日为 2025 年 5 月 ...