第一创业证券承销保荐有限责任公司 关于 国信证券股份有限公司 发行股份购买资产暨关联交易 之 独立财务顾问报告 （注册稿） 独立财务顾问 二〇二五年七月 第一创业证券承销保荐有限责任公司关于国信证券发行股份购买资产暨关联交易之独立财务顾问报告 （注册稿） 声明和承诺 第一创业证券承销保荐有限责任公司接受国信证券股份有限公司的委托，担 任国信证券发行股份购买资产暨关联交易的独立财务顾问，系在充分尽职调查和 内部核查的基础上，假设本次交易各方均按照相关协议约定的条款全面履行其所 有义务并承担其全部责任的前提下出具独立财务顾问报告，特做如下声明与承诺： 的有关意见是完全独立进行的； 券、交易对方及交易标的提供。国信证券全体董事及交易对方均已出具承诺，对 所提供信息的真实、准确、完整负责，保证该等信息不存在虚假记载、误导性陈 述和重大遗漏，并对所提供信息的真实性、准确性和完整性承担个别和连带的法 律责任。本独立财务顾问不承担由此引起的任何风险和责任； 查义务，有充分理由确信所发表的专业意见与上市公司及交易对方披露的文件内 容不存在实质性差异； 分核查，确信披露文件的内容和格式符合要求； 顾问报告的本次重组符合法律、法 ...

Group 1 - The recent merger news among brokerages has led to significant movements in the brokerage sector, attracting attention from institutions and investors [1] - The current macroeconomic environment remains unstable due to ongoing foreign pandemic issues and complex international relations, which has resulted in high market volatility affecting the brokerage sector [1] - The regulatory authorities are focusing on financial supply-side reforms, which will benefit the brokerage sector as a key participant in the capital market [1] Group 2 - The brokerage sector's valuation stands at 2.02 times, which is at the historical median level, indicating potential investment opportunities given the clarity of regulatory policies and liquidity [2] - The trend towards creating large-scale brokerages continues, with leading brokerages expected to benefit from their strong capital and risk management capabilities [2] - The implementation of the registration system for IPOs is anticipated to enhance the growth potential for brokerage investment banking businesses, with larger brokerages likely to gain a competitive advantage [1][2]

川观新闻记者 卢薇 7月23日，中国人民银行四川省分行发布上半年四川金融"成绩单"：全省社会融资规模上半年比年初增 加11778亿元，同比增加2150亿元。6月末，全省本外币各项贷款余额12.7万亿元，同比增长11.6%，高 于全国同期增速4.8个百分点；本外币各项存款余额14.4万亿元，同比增长10.8%，高于全国同期增速2.2 个百分点。 数据显示，四川上半年金融运行延续"总量稳、结构优"的趋势，在复杂经济环境中为经济回升和动能转 化提供了有力支撑。 从"稳增长"到"降利率"，金融供给更充沛 截至6月末，全省本外币各项贷款余额12.7万亿元，同比增长11.6%，较年初增加9062亿元。 四川大学经济学院教授、博士生导师顾婧认为，四川贷款增速在今年3月以来连续四个月保持在11.6% 的稳定区间，有力"贷"动了企业发展和居民消费，显示出政策的持续释放效应。 谁支撑起了增长的数字？ 从贷款主体看，企业贷款成为贷款增长的主力军。数据显示，企事业单位贷款较年初增加8099亿元，占 上半年全部新增贷款近九成。透过数字，不难看到企业的发展信心，这也意味着，金融的活力正加速流 向实体经济，经济回升向好的基础愈发牢固。 而 ...

Core Viewpoint - The third China International Supply Chain Promotion Expo highlights the critical role of finance in empowering industrial chain upgrades and ensuring supply chain security, serving as a platform for global industrial collaboration and innovation [1] Group 1: Economic Indicators and Financial Support - In the first half of 2025, China's GDP grew by 5.3%, with the tertiary sector contributing 5.5% [2] - Social financing increased to 12.74 trillion yuan, indicating a steady rise in financial support for the real economy [2] - The People's Bank of China reported a reasonable growth in total financial volume and a decline in comprehensive financing costs, emphasizing the importance of financial supply-side structural reform [2] Group 2: Policy Innovations and Risk Management - The central bank's "Technology Innovation Re-loan" policy aims to support technology-oriented SMEs and key technological transformations, with nearly 400 billion yuan signed with 1,737 enterprises by November 2024 [3] - The release of the "2025 Industry Chain Risk Research White Paper" focuses on nine key industrial chains, providing systematic risk solutions and marking a shift towards comprehensive risk management [3][6] Group 3: Financial Products and Services - The "Science and Technology Enterprise Financing Chain" product system by China Construction Bank enhances credit accessibility for medium-sized enterprises, exemplified by a 98 million yuan loan to a technology company [5] - The launch of the first green ABCP product in the Guangdong-Hong Kong-Macao Greater Bay Area by China Merchants Bank demonstrates the integration of green finance with capital markets [6] Group 4: International Financial Cooperation - The "Cross-border Wealth Management Connect 2.0" initiative has significantly increased cross-border transactions, with a 386 billion yuan turnover and a sixfold growth compared to the previous version [8] - The trade volume between China and ASEAN reached 6.99 trillion yuan, with cross-border RMB settlements growing by 35%, indicating a strengthening of the RMB's role in international trade [8] Group 5: Ethical Technology and Inclusive Finance - The AIREngine developed by Ant Group exemplifies the application of responsible AI in financial risk management, promoting fairness and reducing bias [9] - The "Dazhanque" system by MyBank ensures data privacy for farmers, showcasing the integration of technology and ethical governance in financial services [9][10] Group 6: Future Directions for Financial Development - The interplay of institutional innovation and technological transformation is crucial for achieving high-quality financial development, with five key areas driving this momentum [11]

Group 1 - The core viewpoint of the article highlights the significant changes in China's deposit interest rates, marking the beginning of a new era with rates dropping to the "1.0 era" as of July 2024 [1][3] - The People's Bank of China and the China Banking and Insurance Regulatory Commission have officially announced a comprehensive reduction in deposit interest rates, impacting savings behavior [1][3] - The adjustment features a drastic reduction in the interest rate for demand deposits to 0.05%, leading to a significant decrease in returns for savers [3][5] Group 2 - The new interest rate structure shows a tiered decline in fixed deposit rates, with specific rates for different terms, such as 0.65% for 3-month deposits and 1.30% for 5-year deposits [3][5] - The phenomenon of "interest rate inversion" is noted, where the 5-year deposit rate is only slightly higher than the 3-year rate, raising concerns about liquidity and opportunity costs for savers [3][5] - The minimum deposit for large certificates of deposit remains at 200,000 yuan, but the issuance of certain terms has been suspended, limiting options for long-term high-yield investments [4][5] Group 3 - Three strategies for managing 100,000 yuan in deposits are proposed, including a laddered deposit approach, a large certificate of deposit and investment combination, and a cross-bank arbitrage strategy [5][6][7] - The laddered deposit method suggests a mix of short and medium-term deposits to maintain liquidity while securing higher interest rates [5][6] - The cross-bank arbitrage strategy recommends diversifying deposits across different banks to take advantage of varying interest rates, potentially increasing annual returns by 24% compared to a single bank approach [7][9] Group 4 - The article addresses common questions regarding deposit strategies in the current interest rate environment, advising on the timing of deposits and the risks associated with long-term fixed deposits [9][10] - It emphasizes the importance of understanding the hidden terms of large certificates of deposit and the safety of deposits in smaller banks, which may offer higher rates [9][10] - The expectation of further declines in deposit rates suggests that savers should consider alternative investment options to maintain returns above inflation [10][11] Group 5 - The article concludes that the recent interest rate adjustments represent both challenges and opportunities for savers, urging a shift from traditional banking practices to more dynamic asset allocation strategies [11][13] - A recommended asset allocation strategy is proposed, suggesting a balanced approach across low, medium, and high-risk investments to adapt to the new financial landscape [11][13] - The emphasis is placed on the importance of actively managing savings and investments in a rapidly changing interest rate environment, highlighting that being proactive in financial management is crucial [13]

"蒌蒿满地芦芽短，正是河豚欲上时。"北宋苏轼笔下的江鲜之魅，千年后在渤海湾续写了新篇。兴业银 行石家庄分行打造的"国家地理标志产业集群方案"，带动的不只是企业轰鸣的生产线，更是碧波之上的 乡梓未来。该行近百名金融特派员恰如丝线，将银行与企业紧密地联合在一起，把金融服务传递至最后 一公里，奏响金融供给侧改革的进行曲。（孙若影） 编辑：赵鼎 "刚开始外地朋友都不敢吃，怕中毒，都得我先夹起来吃一口他们才敢吃。"唐山海都水产的工作人员打 趣道，"现在不一样了，我们的科研团队每天都在实验如何让河豚长得更肥，肉质更鲜美，有的时候甚 至供不应求。"河豚毒素0.5毫克即可致命，近年来养殖技术手段的提升让河豚毒不再可怕，可海都水产 又迎来新一轮的难题。 和传统养殖业一样，海都水产也面临着资产难抵押、无法有效获取银行融资的困境，在一定程度上也制 约了企业的发展，而这个问题随着兴业银行石家庄分行金融特派员的到来有了转机。为了破解传统种养 殖企业资产"难监管、难抵押"问题，兴业银行石家庄分行自2024年起就开始打造"国家地理标志产业集 群方案"，将企业的金字招牌转化为信用凭证，助力企业腾飞发展。经过金融特派员的走访了解，海都 水产是 ...

Core Viewpoint - China Postal Savings Bank (Postal Bank) has announced the establishment of a wholly-owned financial asset investment company (AIC), marking a significant step in the layout of state-owned banks in the AIC sector [2][3] Group 1: Establishment of AIC - The Postal Bank plans to invest 10 billion yuan to set up the China Postal Financial Asset Investment Company, which has received board approval and is awaiting regulatory approval [2] - This move completes the AIC layout for all six major state-owned banks, each with a registered capital of over 10 billion yuan [3] Group 2: Strategic Focus - The AIC will focus on five key areas: technology finance, green finance, inclusive finance, pension finance, and digital finance, aligning with national policy and supporting technological innovation and private enterprises [3][4] - The establishment of the AIC is seen as a way to enhance the Postal Bank's corporate financial services, addressing its current shortfalls in the corporate investment banking sector [3][4] Group 3: Market Opportunities and Challenges - The AIC market is currently at a pivotal opportunity phase, with ongoing demand for corporate debt restructuring and capital market reforms providing new avenues for investment [5] - The Postal Bank must navigate challenges such as high funding costs and long project cycles while seeking to diversify its business model [5][6] Group 4: Future Development and Integration - The AIC is expected to transform commercial banks from traditional credit intermediaries to integrated financial service providers, enhancing their ability to serve the real economy [7] - The integration of AIC with financial technology is anticipated to create new business models, improving operational efficiency and risk management [7][8] Group 5: Policy Alignment and Competitive Edge - The development of green finance and technology finance will be crucial for the AIC, leveraging the Postal Bank's extensive network and customer base to establish a competitive advantage [8] - The success of the AIC will depend on the Postal Bank's strategic execution, risk management capabilities, and the broader economic and regulatory environment [8]

Monetary Policy Outlook - The People's Bank of China (PBOC) reiterated the implementation of a moderately loose monetary policy, emphasizing the dual function of monetary policy tools in terms of both quantity and structure [1][2] - The recent meeting did not directly mention "timely reserve requirement ratio (RRR) cuts or interest rate reductions," indicating a shift to a more flexible approach in policy implementation due to the recent RRR cut and interest rate reduction in May [1][2] - Economic growth in the first half of the year has shown resilience, reducing the urgency for further cuts in RRR or interest rates in the short term [1][2] Economic Analysis - The second quarter meeting presented a more positive assessment of the domestic economic situation compared to the first quarter, while still highlighting challenges such as insufficient domestic demand and persistently low prices [2] - The focus is on stabilizing the real estate market after effectively addressing local government debt risks [2] Financial Supply-Side Reforms - The meeting emphasized the effective implementation of various structural monetary policy tools to support key areas such as technological innovation and consumption [2] - Continued support for the development of the private economy and small and micro enterprises is a priority, aiming to alleviate financing bottlenecks [2][3] Future Policy Space - There is significant room for future financial policy implementation, with potential adjustments to the reserve requirement ratio and interest rates [3] - The dynamic balance between stabilizing growth, interest margins, and exchange rates will guide the adjustments in loan market quotation rates (LPR) [3] Structural Monetary Policy Tools - The importance of structural monetary policy tools is highlighted, which can enhance the incentives for financial institutions to support strategic and key areas [3][4] - Financial services are being optimized to support small and innovative enterprises, ensuring that they receive the necessary funding and services to thrive [4]

Core Viewpoint - The article discusses the supply-side reform of small and medium-sized banks, highlighting the coexistence of risks and opportunities, and emphasizes the importance of regional banks that leverage local advantages to compete with national banks in the evolving financial landscape [1][5]. Summary by Relevant Sections Supply-Side Reform of Small and Medium-Sized Banks - The operational characteristics of small and medium-sized banks are a result of the resonance between regional environments and business strategies. Identifying the survivors and outstanding performers among these banks requires a focus on regional clientele and the strategic arrangement of their assets and liabilities [1][5]. Investment Strategy for the Banking Sector - The banking sector is expected to undergo a long-term revaluation driven by several factors: 1) Continuous allocation of long-term funds by insurance and state-owned entities 2) Dissipation of systemic risk concerns 3) Underestimation of the stability of Return on Equity (ROE) [6][7]. - Current A-share listed banks maintain a dividend yield of over 4%, with a premium of more than 2 percentage points over the ten-year government bond yield, indicating a historical high. As the valuation of the banking sector recovers, although dividend yields may decline, the stability of profit growth ensures predictable and sustainable dividends, making bank stocks a scarce high-dividend asset in a low-interest-rate environment [7][11]. Valuation Metrics - The banking sector's ROE has remained stable at around 10%, significantly higher than the 6.7% of non-financial enterprises in the A-share market. Regulatory perspectives emphasize the necessity of reasonable profit growth to maintain financial system stability, suggesting that ROE is likely to remain in the 9%-10% range [11][12]. Investment Focus - Investment should concentrate on: 1) High-quality regional banks with no burdens and high provisions, which are expected to demonstrate growth and should not trade below book value [13]. 2) Banks with stable profit expectations, strong potential funding drivers, and relatively high index weightings, which are mispriced in terms of valuation and ROE expectations [13]. Historical Performance and Recommendations - The company has been a pioneer in researching and tracking regional banks since 2021, successfully recommending stocks like Suzhou Bank and Chongqing Bank, which have shown significant appreciation in value [14].

Group 1 - The number of rural banks in China has significantly decreased, with nearly 200 banks exiting the market in the past three years, and over 80 banks disappearing in the first half of this year [1] - Rural banks, initially established to fill the financial service gap in county areas, have faced challenges such as poor deposit-taking ability, weak profitability, unclear internal governance, and inadequate digital capabilities [1] - The ongoing risk resolution efforts for rural banks are showing progress, primarily through absorption and merger, as well as equity increases [1] Group 2 - The reform and risk resolution of small and medium financial institutions are progressing well, with the first "village to branch" transformation in Sichuan province marking a significant milestone [2] - There are concerns about whether restructured rural banks can continue to serve the agricultural and small business sectors effectively, and the need for regulatory guidance to prevent excessive competition [2] - The dissolution of rural banks requires careful management of customer deposits and employee arrangements to minimize market disruptions [3] Group 3 - The transformation of rural banks from a "small and scattered" model to a "strong and precise" network is essential for optimizing the rural financial supply-side structure [3] - Maintaining a risk bottom line is crucial for reshaping the rural financial service system, ensuring that rural banks can support comprehensive rural revitalization [3]