法律意见书 浙江天册律师事务所 关于 卧龙新能源集团股份有限公司 2026 年第一次临时股东会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 2026 年第一次临时股东会的 法律意见书 编号：TCYJS2026H0087 号 致：卧龙新能源集团股份有限公司 浙江天册律师事务所（以下简称"本所"）接受卧龙新能源集团股份有限公司 （以下简称"公司"）的委托，指派本所律师参加公司 2026 年第一次临时股东会， 并根据《中华人民共和国证券法》（以下简称"《证券法》"）、《中华人民共和 国公司法》（以下简称"《公司法》"）和《上市公司股东会规则》（以下简称"《股 东会规则》"）等法律、法规和其他有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东会召集、召开程序、出席人员的资 格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议所审议 的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 本法律意见书仅供公司 2026 年第一 ...

Group 1 - The Shanghai Composite Index is at 4129.68 points, above the six-month moving average, with a change of 0.39% [1] - The total trading volume of A-shares today is 11670.90 billion yuan [1] - A total of 137 A-shares have surpassed the six-month moving average, with notable stocks including Huawi Design, Hualing Co., and Weichai Heavy Industry showing significant deviation rates of 22.56%, 9.80%, and 8.86% respectively [1] Group 2 - The top three stocks with the highest deviation rates from the six-month moving average are: - Huawi Design (29.96% increase, 25.22% turnover rate, latest price 18.22 yuan) with a deviation rate of 22.56% [1] - Hualing Co. (11.97% increase, 7.48% turnover rate, latest price 26.10 yuan) with a deviation rate of 9.80% [1] - Weichai Heavy Industry (10.00% increase, 4.42% turnover rate, latest price 33.43 yuan) with a deviation rate of 8.86% [1] Group 3 - Other notable stocks that have just crossed the six-month moving average include: - Haisen Pharmaceutical, Lian Technology, and Kaipu Biological, which have smaller deviation rates [1] - The trading performance of various stocks shows a range of increases, with some stocks like Huawi Design experiencing significant gains [1]

Core Viewpoint - The A-share market has seen a majority of real estate stocks rise, with notable gains from companies such as Hualian Holdings, Chengdu Investment Holdings, and Wolong New Energy, indicating a positive trend in the sector [1] Group 1: Stock Performance - Hualian Holdings experienced a significant increase of 9.98% with a total market capitalization of 86.62 billion [2] - Chengdu Investment Holdings rose by 9.96%, reaching a market value of 141 billion [2] - Wolong New Energy saw a gain of 9.94%, with a market cap of 54.99 billion [2] - Wantong Development increased by 5.86%, with a market capitalization of 249 billion [2] - Jingneng Real Estate rose by 5.33%, with a total market value of 24.18 billion [2] - Deep Zhenye A increased by 4.82%, with a market cap of 132 billion [2] - Xizang Investment Holdings rose by 3.61%, with a market capitalization of 136 billion [2] - Vanke A saw an increase of 3.34%, with a total market value of 591 billion [2] - Hefei Urban Construction rose by 3.08%, with a market cap of 132 billion [2] - Huaxia Happiness increased by 2.58%, with a market capitalization of 62.23 billion [2] - Deep Shenzhen Real Estate A rose by 2.27%, with a total market value of 219 billion [2]

Group 1 - The core viewpoint of the article indicates that Wolong New Energy is expected to report a net loss attributable to shareholders of the parent company ranging from -195 million to -170 million yuan for the year 2025, marking a decline compared to the same period last year [1] - The primary reason for the performance change is attributed to a decrease in the area of real estate projects recognized during the period, leading to reduced sales revenue from project handovers, along with a year-on-year decline in gross profit margin from recognized products, further pressuring performance [1] - The overall real estate market conditions have influenced the company’s decision to assess the recoverable net value of real estate inventory based on the market environment and supply-demand situation in the regions where its projects are located, resulting in a provision for inventory impairment that contributed to the decline in net profit [1]

Group 1 - The company, Wolong New Energy (600173.SH), expects to report a net profit attributable to shareholders of the parent company for the year 2025 in the range of -195 million to -170 million yuan, indicating a loss compared to the same period last year [1] - The expected net profit attributable to shareholders of the parent company, after deducting non-recurring gains and losses, is projected to be between -228 million and -198 million yuan for the year 2025 [1]

Financial Performance Forecast - The company expects a net profit attributable to shareholders of the parent company for 2025 to be between -195 million and -170 million yuan, indicating a loss compared to the previous year [2]. - The projected net profit after deducting non-recurring gains and losses for 2025 is estimated to be between -228 million and -198 million yuan [3]. - In the previous year, the total profit was 115.41 million yuan, with a net profit attributable to shareholders of the parent company of 40.86 million yuan [4]. Factors Affecting Profitability - The decline in profits is primarily due to reduced revenue from real estate projects and increased impairment losses on long-term equity investments [6]. - The company plans to enhance its new energy business and improve the efficiency of real estate inventory turnover while focusing on cost control and operational efficiency [7]. Earnings Forecast and Risk Awareness - The company has not identified any significant uncertainties that could affect the accuracy of the earnings forecast [9]. - The earnings forecast is based on preliminary calculations and has not been audited by a registered accountant [8]. - The final financial data will be disclosed in the audited 2025 annual report [10]. - The company emphasizes the importance of risk awareness for investors regarding the preliminary earnings forecast [10]. Acquisitions - The company acquired stakes in several subsidiaries, including 43.21% of Zhejiang Longneng Power Technology Co., Ltd. and 80% of Zhejiang Wolong Energy Storage System Co., Ltd., which have been included in the consolidated financial statements [5].

Group 1 - The company, Wolong New Energy (600173.SH), expects to report a net profit attributable to shareholders of the parent company for the year 2025 in the range of -195 million to -170 million yuan, indicating a loss compared to the same period last year [1] - The expected net profit attributable to shareholders of the parent company, after deducting non-recurring gains and losses, is projected to be between -228 million and -198 million yuan for the year 2025 [1]

Core Viewpoint - Wolong New Energy expects a significant net loss for the year 2025, primarily due to a sharp decline in profits from its real estate segment, influenced by project turnover pace and market conditions [1] Financial Performance - The projected net profit attributable to the parent company for 2025 is estimated to be between -195 million and -170 million yuan, compared to a restated profit of 87.69 million yuan in the same period last year [1] - The non-recurring net profit is expected to range from -228 million to -198 million yuan [1] Contributing Factors - The decline in the real estate segment's profits is attributed to decreased turnover in sales revenue and gross margin, alongside the provision for inventory impairment [1] - The revenue and profit from the associated enterprise Junhai Network have also decreased year-on-year, leading to increased asset impairment losses recognized by the company [1]

二○二六年一月二十三日 卧龙新能源集团股份有限公司 2026年第一次临时股东会会议资料 二、为保证本次股东会的严肃性和正常秩序，切实维护股东的合法权益，务必请 出席现场会议的股东或股东代表（以下统称"股东"）携带相关证件准时到达会场，签 到确认参会资格。 三、股东参加股东会依法享有发言权、质询权、表决权等权利，同时也应履行法 定义务，自觉维护会场秩序，尊重其他股东的合法权益。进入会场后，请关闭手机或 调至静音状态。 1 | 会议议程 | | --- | | 会议须知 会议议案 | 会议须知 各位股东及股东代表： 为维护股东的合法权益，确保股东在卧龙新能源集团股份有限公司（以下简称"公 司"、"本公司"、"卧龙新能"）2026 年第一次临时股东会期间依法行使权利，保证股东 会的正常秩序和议事效率，依据中国证券监督管理委员会《上市公司股东会规则》的 有关规定，制定如下有关规定： 一、公司董事会以维护股东的合法权益、确保会议正常秩序和议事效率为原则， 认真履行《卧龙新能源集团股份有限公司章程》中规定的职责。 三、推选监票人和计票人； 会议议程 会议召开时间：2026 年 1 月 23 日 14 点 00 分 一、主 ...

Group 1 - The core focus of the company is to concentrate resources on the transformation towards renewable energy, specifically in the commercial distributed photovoltaic power station business, while expanding overseas markets [1][6] - The company plans to sell 100% equity of its subsidiary, Duchang Longneng Power Development Co., Ltd., for 197 million yuan to Zhejiang Longbai Group, which is its only subsidiary engaged in ground photovoltaic power station development and operation [2][3] - The sale is part of the company's strategy to optimize its industrial structure, reduce operational costs, and enhance development quality, aligning with its long-term strategic goals [3][6] Group 2 - The company has experienced a significant decline in revenue and net profit, with a 19.36% year-on-year decrease in revenue to 2.469 billion yuan and a 42.7% drop in net profit to 75.75 million yuan for the first three quarters of 2025 [7] - The company's new energy business saw a gross profit margin increase of 6.72% year-on-year, but overall profit was negatively impacted by the shrinking real estate business and the divestment from mining operations [7] - As of September 2025, the company's total assets amounted to 8.554 billion yuan, with inventory reaching 3.027 billion yuan, indicating significant pressure in the real estate sector [8]