北京市君致律师事务所 关于中原证券股份有限公司 2025 年第一次临时股东会的法律意见书 致：中原证券股份有限公司 北京市君致律师事务所（以下简称"本所"）接受中原证券股份有限公司（以 下简称"公司"）的委托，指派律师出席了公司召开的 2025 年第一次临时股东会 （以下简称"本次股东会"）。 本所及经办律师依据《中华人民共和国证券法》（以下简称"《证券法》"）、 《律师事务所从事证券法律业务管理办法》和《律师事务所证券法律业务执业规 则（试行）》等规定及本法律意见书出具日以前已经发生或者存在的事实，严格 履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查验证，保 证本法律意见所认定的事实真实、准确、完整，所发表的结论性意见合法、准确， 不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任。 在审查有关文件的过程中，公司保证，其向本所提交的文件和所做的说明是 真实的、准确的、完整的，并已提供出具本法律意见书所必需的文件材料或口头 证言，并保证其所提供的有关副本材料或复印件与正本或原件一致。 本所律师根据《中华人民共和国公司法》、《证券法》以及《中原证券股份有 限公司章程》（以下简称"《公司章 ...

Group 1 - The stock of Shanghai Taihe Water Technology Development Co., Ltd. (*ST Taihe, 605081.SH) closed at 10.05 yuan, with a decline of 4.92% [1] - The company was listed on the Shanghai Stock Exchange on February 9, 2021, with an issuance of 19.53 million shares at a price of 43.30 yuan per share [1][2] - The highest price recorded on the first trading day was 62.35 yuan, but the stock is currently in a state of decline [2] Group 2 - The total amount raised from the initial public offering (IPO) was 84.5649 million yuan, with a net amount of 77.81094 million yuan [2] - The funds raised are intended for operational capital for engineering construction, headquarters operation center, and information technology projects [2] - The total issuance costs for the IPO amounted to 6.75396 million yuan, including underwriting and sponsorship fees of 5.23725 million yuan [3] Group 3 - On May 26, 2022, the company announced a cash dividend of 1 yuan per share (including tax) and a capital reserve increase of 0.45 shares for each share held, resulting in a total distribution of 78.101429 million yuan in cash dividends and an increase of 35.145643 million shares [3] - After the distribution, the total share capital increased to 113.247072 million shares [3] - The company's stock name changed from "Taihe Water" to "*ST Taihe" on April 29, 2025 [4]

Core Insights - The report highlights a gradual recovery in the domestic economy, with the A-share market showing signs of stabilization around the 4000-point mark, supported by macroeconomic data and policy direction [8][12][36] - The communication and financial sectors are leading the market performance, while the aerospace and medical industries are also gaining traction [5][9][10] - The semiconductor industry is experiencing growth driven by AI demand, with significant capital expenditure from major cloud providers [26][27] Domestic Market Performance - The Shanghai Composite Index closed at 3,890.45, with a slight increase of 0.36%, while the Shenzhen Component Index rose by 0.66% to 13,140.21 [3] - The average P/E ratios for the Shanghai Composite and ChiNext are 15.90 and 48.80, respectively, indicating a favorable long-term investment environment [12][14] International Market Performance - The Dow Jones Industrial Average closed at 30,772.79, down 0.67%, while the Nikkei 225 saw a slight increase of 0.62% to 26,643.39 [4] Industry Analysis - The lithium battery sector saw a 3.22% increase in November, outperforming the CSI 300 index, with 182.30 million electric vehicles sold in China, marking a 20.57% year-on-year growth [14] - The chemical industry is witnessing a slowdown in price declines, with sulfur and phosphate fertilizers performing well, and the overall industry index rising by 1.63% in November [15][16] - The food and beverage sector is experiencing a rebound, particularly in prepared foods and liquor, although overall performance remains weak compared to market benchmarks [22][23] Investment Strategies - The report suggests focusing on sectors such as aerospace, medical, and financial services for short-term investment opportunities, while maintaining a long-term view on technology and cyclical sectors [12][36] - In the semiconductor industry, companies involved in AI and cloud computing are recommended for investment due to their growth potential [26][29] - The chemical sector is advised to look for opportunities in companies with strong supply chain management and those benefiting from regulatory changes [35][36]

Group 1 - The announcement states that Bosera Fund Management Co., Ltd. has applied for and received confirmation from the Shanghai Stock Exchange to add Changjiang Securities Co., Ltd. as a designated broker for subscription and redemption services of the Bosera CSI Financial Technology Theme Exchange-Traded Fund (ETF) starting from December 22, 2025 [1] - The list of designated brokers for the Bosera Financial Technology ETF includes multiple securities firms, such as Aijian Securities, Caida Securities, and others, totaling over 50 firms [1] - Investors can inquire about details through Bosera's customer service or website [1] Group 2 - The announcement also mentions that Bosera Fund Management will add Zhongyuan Securities Co., Ltd. as a designated broker for subscription and redemption services for certain funds starting from December 22, 2025 [4] - Investors can use the mentioned brokers to conduct subscription and redemption activities for the specified funds [5] - Similar to the previous announcement, investors are encouraged to contact customer service for further information [5] Group 3 - Additionally, Bosera Fund Management will add Dongguan Securities Co., Ltd. as a designated broker for subscription and redemption services for certain funds starting from December 22, 2025 [8] - Investors can utilize the services of the mentioned brokers for their fund transactions [8] - The announcement emphasizes the importance of contacting customer service for more details [8]

Group 1 - Southbound funds increased their holdings in Zhongzhou Securities (01375.HK) by 2.767 million shares on December 19 [1] - Over the past five trading days, there were three days of net reductions in holdings by southbound funds, totaling a net decrease of 11.134 million shares [1] - In the last 20 trading days, there were ten days of net reductions, with a cumulative net decrease of 16.192 million shares [1] Group 2 - As of now, southbound funds hold 707 million shares of Zhongzhou Securities, accounting for 59.14% of the company's issued ordinary shares [1] - Zhongyuan Securities Co., Ltd. is engaged in securities brokerage business in China and operates eight divisions [1] - The securities brokerage division handles client transactions in stocks, funds, and bonds, while the proprietary business division focuses on equity and fixed income investments [1]

Group 1 - Southbound funds increased their holdings in Zhongzhou Securities (01375.HK) by 1.303 million shares on December 18 [1] - Over the past 5 trading days, southbound funds have reduced their holdings for 4 days, with a total net reduction of 20.65 million shares [1] - In the last 20 trading days, there have been 11 days of net reductions by southbound funds, totaling 19.349 million shares [1] Group 2 - As of now, southbound funds hold 704 million shares of Zhongzhou Securities, accounting for 58.91% of the company's issued ordinary shares [1] - Zhongyuan Securities Co., Ltd. is engaged in securities brokerage business and operates eight divisions [1] - The securities brokerage division handles client transactions in stocks, funds, and bonds, while the proprietary business division focuses on equity and fixed income investments [1]

Investment Rating - The industry is rated as "stronger than the market," indicating an expected increase of over 10% in the industry index relative to the CSI 300 index over the next six months [17]. Core Insights - The A-share market experienced slight fluctuations and upward movement, with notable performance in the aerospace, pharmaceutical, cultural media, and banking sectors, while sectors like consumer electronics, batteries, and securities showed weaker performance [2][3]. - The average price-to-earnings (P/E) ratios for the Shanghai Composite Index and the ChiNext Index are currently at 15.90 times and 48.80 times, respectively, which are above the median levels of the past three years, suggesting a favorable environment for medium to long-term investments [3][16]. - The total trading volume on the two exchanges was 16,770 billion, which is above the median trading volume of the past three years, indicating active market participation [3][16]. - The central economic work conference has set a tone of "more proactive and effective" economic policies for the coming year, while the Federal Reserve's interest rate cuts have led to fluctuating expectations regarding future easing [3][16]. - The current macroeconomic environment is in a state of mild recovery, but the foundation still needs to be solidified, supporting the ongoing upward trend in the A-share market [3][16]. - It is anticipated that the Shanghai Composite Index will consolidate around the 4,000-point mark, with cyclical and technology sectors expected to perform alternately [3][16]. - Short-term investment opportunities are recommended in the pharmaceutical, aerospace, banking, and cultural media sectors [3][16]. Summary by Sections A-share Market Overview - On December 18, the A-share market faced resistance after a rise, with the Shanghai Composite Index closing at 3,876.37 points, up 0.16%, while the Shenzhen Component Index fell by 1.29% [7][8]. - Over 60% of stocks in the two markets rose, with significant gains in the pharmaceutical, aerospace, commercial retail, and banking sectors, while sectors like batteries and electronic chemicals saw declines [7][9]. Future Market Outlook and Investment Recommendations - The market is expected to maintain a consolidation phase around the 4,000-point level, with a focus on macroeconomic data, overseas liquidity changes, and policy directions [3][16]. - Investors are advised to pay close attention to investment opportunities in the pharmaceutical, aerospace, banking, and cultural media sectors in the short term [3][16].

Core Viewpoint - Zhongyuan Securities report indicates that Unisplendour Corporation is actively acquiring the remaining equity of H3C, with overall fundamentals improving [1] Group 1: Acquisition and Ownership - The company will initiate a new round of equity acquisition for H3C, and after this acquisition, foreign investment will no longer hold shares in H3C [1] - As the company's ownership percentage in H3C increases, the contribution of H3C to the company's performance is continuously growing [1] Group 2: Growth Drivers - H3C's current growth drivers mainly come from domestic government and enterprise business as well as international business [1] Group 3: Financial Strategy - The company began the process of listing on the Hong Kong Stock Exchange in May, and successful listing is expected to significantly alleviate the financial cost pressure brought by the acquisition of H3C [1] - The company's server business and overseas operations are accelerating growth, while it is increasing its stake in H3C and conducting financing in Hong Kong stocks, indicating a positive overall development trend [1] Group 4: Investment Rating - The company is given an "Accumulate" investment rating [1]

Group 1 - E Fund Management Co., Ltd. reduced its stake in Zhongzhou Securities (01375) by 9.033 million shares on December 10, at a price of HKD 2.1511 per share, totaling approximately HKD 19.43 million [1][3] - After the reduction, E Fund's latest shareholding stands at approximately 153 million shares, representing a holding percentage of 12.78% [1][3]

Core Insights - The report emphasizes the gradual recovery of the domestic economy, with a focus on the stabilization of consumer demand and the implementation of policies to boost consumption in various sectors, including healthcare and tourism [5][7] - The A-share market is experiencing fluctuations, with various sectors such as consumer goods, finance, and automotive showing resilience, while others like real estate and energy are underperforming [8][10] - The report suggests that the A-share market is suitable for medium to long-term investment, with the Shanghai Composite Index expected to consolidate around the 4000-point mark [10][12] Domestic Market Performance - The Shanghai Composite Index closed at 3,824.81, down 1.11%, while the Shenzhen Component Index closed at 12,914.67, down 1.51% [3] - The average P/E ratios for the Shanghai Composite and ChiNext are 15.89 and 48.54, respectively, indicating a favorable investment environment for medium to long-term strategies [8][12] International Market Performance - Major international indices such as the Dow Jones and S&P 500 experienced slight declines, with the Dow down 0.67% and the S&P 500 down 0.45% [4] Industry Analysis - The report highlights the chemical industry, noting a slowdown in price declines for chemical products, with sulfur and phosphate fertilizers performing well [14][15] - The food and beverage sector saw a rebound in November, particularly in prepared foods and alcoholic beverages, although overall performance remains weak compared to market benchmarks [21][22] - The semiconductor industry is experiencing growth, with global sales increasing by 27.2% year-on-year, driven by strong demand for AI-related hardware [24][25] Investment Recommendations - The report recommends focusing on sectors with strong growth potential, such as renewable energy, AI applications, and the chemical industry, particularly companies like Wanhua Chemical and Baofeng Energy [36][37] - In the food and beverage sector, investment opportunities are suggested in soft drinks, health products, and baked goods, with specific companies highlighted for potential growth [24][22]