上海市通力律师事务所 关于双良节能系统股份有限公司 2024 年年度股东大会的法律意见书 致:双良节能系统股份有限公司 上海市通力律师事务所(以下简称"本所")接受双良节能系统股份有限公司(以下简称 "公司")的委托,指派本所纪宇轩律师、章唐乾律师(以下简称"本所律师")根据《中华人 民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》等法律法规和规范性 文件(以下统称"法律法规")及《双良节能系统股份有限公司章程》(以下简称"公司章程") 的规定就公司 2024年年度股东大会(以下简称"本次股东大会")相关事宜出具法律意见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以了 核查、验证。在进行核查验证过程中,公司已向本所保证,公司提供予本所之文件中的所有 签署、盖章及印章都是真实的,所有作为正本提交给本所的文件都是真实、准确、完整和有 效的,且文件材料为副本或复印件的,其与原件一致和相符。 在本法律意见书中,本所仅对本次股东大会召集和召开的程序、出席本次股东大会人员 资格和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表意见,并 不对本次股东大会所审议的 ...

| 证券代码：600481 | 证券简称：双良节能 | 公告编号：2025-032 | | --- | --- | --- | | 转债代码：110095 | 转债简称：双良转债 | | 双良节能系统股份有限公司 2024年年度股东大会决议公告 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 5 月 22 日 (二)股东大会召开的地点：江苏省无锡市江阴市西利路 88 号双良节能系统股份 有限公司五楼会议室 (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 | 1,438 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 892,818,448 | | 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（%） | 47.6482 | (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 ...

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 5.53 yuan [2][8]. Core Insights - The company reported a significant decrease in revenue for 2024, with total revenue of 13.038 billion yuan, a year-on-year decline of 43.7%. The net profit attributable to shareholders was -2.134 billion yuan, marking a shift from profit to loss [4][8]. - The company's photovoltaic product business faced profitability challenges, but there was a notable reduction in losses in Q1 2025 compared to previous quarters. The company’s cash flow remained positive, and the impairment losses were significantly reduced [8]. - The equipment manufacturing segment showed strong order intake, with substantial growth in orders for energy-saving and water-saving equipment, indicating a stable revenue source for the company [8]. Financial Performance Summary - **2024 Financials**: Total revenue of 13,038 million yuan, net profit of -2,134 million yuan, and a gross margin of -2.22% [4][8]. - **2025 Projections**: Expected revenue growth to 15,097 million yuan with a net profit of 214 million yuan, indicating a recovery phase [4][8]. - **Key Ratios**: The company’s PE ratio is projected to be 40 in 2025, decreasing to 8 by 2027, reflecting an anticipated recovery in profitability [4][8]. Business Segment Analysis - **Photovoltaic Products**: Revenue of 88.62 billion yuan in 2024, with a gross margin of -16.6%. The company is expected to recover as market conditions improve [8]. - **Equipment Manufacturing**: The segment is expected to maintain stable growth due to a strong order backlog, particularly in the thermal pump and heat exchanger sectors [8]. Cash Flow and Asset Management - The company experienced a slight cash outflow in 2024 but has shown positive operating cash flow in the last three quarters of the year. Asset impairment losses were significantly reduced in Q1 2025 [8].

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 5.53 yuan [2][8]. Core Views - The company reported a significant decrease in revenue for 2024, with total revenue of 13,038 million yuan, down 43.7% year-on-year. The net profit attributable to shareholders was -2,134 million yuan, marking a shift from profit to loss [8]. - The company's photovoltaic product business faced profitability challenges, but there was a notable reduction in losses in Q1 2025 compared to previous quarters. The company’s cash flow remained positive, and the impairment losses were significantly reduced [8]. - The equipment manufacturing segment showed strong order intake, indicating stable growth potential. The company secured substantial orders in various sectors, including a 9.5 billion yuan order for the bromine chiller division, reflecting a 23% year-on-year increase [8]. Financial Summary - For 2024, the company achieved total revenue of 13,038 million yuan, with a year-on-year growth rate of -43.7%. The net profit attributable to shareholders was -2,134 million yuan, with a year-on-year growth rate of -242.1% [4]. - The projected revenues for 2025, 2026, and 2027 are 15,097 million yuan, 18,561 million yuan, and 21,692 million yuan, respectively, with expected growth rates of 15.8%, 22.9%, and 16.9% [4]. - The company’s earnings per share (EPS) are projected to improve from -1.14 yuan in 2024 to 0.11 yuan in 2025, 0.37 yuan in 2026, and 0.61 yuan in 2027 [4].

Core Viewpoint - The article analyzes the 2024 annual reports of 15 companies involved in electrolysis water hydrogen production equipment, highlighting the performance and challenges faced by both traditional energy companies and those primarily focused on hydrogen energy [2][5]. Group 1: Traditional Energy Companies - 11 companies from traditional sectors such as energy equipment, photovoltaics, and automotive components have entered the hydrogen sector, leveraging their existing manufacturing capabilities and resources [2][4]. - Despite decent revenue figures, many of these companies reported their worst net profits in recent years due to industry supply-demand imbalances and declining prices in photovoltaic products [2][4]. - Notable companies include China CRRC, Sunshine Power, and Shanghai Electric, with China CRRC achieving a revenue of 2464.57 billion and a net profit of 123.88 billion, reflecting a year-on-year growth of 5.21% and 5.77% respectively [6][7]. Group 2: Hydrogen-Focused Companies - Four companies primarily focused on hydrogen energy—Guofu Hydrogen Energy, Guohong Hydrogen Energy, Yihua Tong, and Reshape Energy—reported losses in 2024 due to several factors, including immature market demand and high R&D costs [5][6]. - Guofu Hydrogen Energy reported a revenue of 4.59 billion with a net loss of 2.09 billion, while Guohong Hydrogen Energy had a revenue of 4.42 billion and a net loss of 4.072 billion [6][18]. - The hydrogen industry is still in its early commercial stage, with significant reliance on policy subsidies and a lack of robust market growth, making profitability challenging for pure hydrogen companies [5][6]. Group 3: Performance Summary of Key Companies - China CRRC: Revenue of 2464.57 billion, net profit of 123.88 billion, both showing positive growth [6][7]. - Sunshine Power: Revenue of approximately 778.57 billion, net profit of about 110.36 billion, with a year-on-year increase of 7.76% and 16.92% respectively [7][8]. - Shanghai Electric: Revenue of 1161.86 billion, net profit of 7.52 billion, with a slight decline in profit [10][11]. - Guofu Hydrogen Energy: Revenue of 4.59 billion, net loss of 2.09 billion, indicating a significant increase in losses compared to the previous year [18]. - Guohong Hydrogen Energy: Revenue of 4.42 billion, net loss of 4.072 billion, with losses slightly reduced year-on-year [18].

Group 1 - The company will hold an investor presentation on May 21, 2025, from 09:00 to 10:00 at the Shanghai Stock Exchange Roadshow Center [2][4] - The purpose of the presentation is to discuss the company's 2024 annual report and the first quarter report of 2025, allowing investors to gain a deeper understanding of the company's operational results and financial status [2][3] - Investors can submit questions from May 14 to May 20, 2025, and the company will address common concerns during the presentation [2][5] Group 2 - Key personnel participating in the presentation include the Chairman, General Manager, Board Secretary, Chief Financial Officer, and Independent Directors [4] - Investors can participate online through the Shanghai Stock Exchange Roadshow Center website [4][5] - After the presentation, investors can access the main content and details of the event on the Shanghai Stock Exchange Roadshow Center [5]

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： 会议召开时间：2025 年 05 月 21 日 （星期三） 09:00-10:00 会 议 召 开 地 点 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 （ 网 址 ： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 双良节能系统股份有限公司 | 证券代码：600481 | 证券简称：双良节能 | 公告编号：2025-031 | | --- | --- | --- | | 转债代码：110095 | 转债简称：双良转债 | | 关于召开 2024 年度暨 2025 年第一季度业绩 暨现金分红说明会的公告 投资者可于 2025 年 05 月 14 日（星期三）至 05 月 20 日（星期二）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 600481@shuangliang.com 进行提问。公司将在说明会上对投资者普遍关注 的问题进行回答。 双良节能系统股份有限公司（以下简称" ...

Investment Rating - The investment rating for Shuangliang Eco-Energy Systems is maintained at OVERWEIGHT with a target price of RMB4.94 [1][4][7] Core Views - Shuangliang's revenue and net profit for 2024 showed significant declines, with revenue at RMB13,038 million and an attributable net loss of RMB2,134 million, reflecting a year-over-year decrease of 43.7% and 242.1% respectively. However, in 1Q25, the company reported a revenue of RMB2,079 million, a decrease of 51.1% year-over-year but a notable narrowing of losses compared to previous quarters [1][2] - The PV product segment experienced a revenue drop of 49% year-over-year in 2024, but losses have narrowed since the second half of 2024 due to recovering silicon-wafer prices and industry self-discipline agreements [2][3] - The energy-saving and water-saving equipment segment showed resilience with a revenue of RMB3,002 million in 2024, up 1% year-over-year, and is expected to benefit from policy-driven demand in 2025 [3] Financial Performance - For 2025, the attributable net profit forecast has been revised down to RMB164 million from a previous estimate of RMB666 million, with expectations of a gradual recovery in profitability by 2026 [4][11] - The company’s revenue is projected to increase to RMB17,534 million in 2025, representing a 34.48% growth from 2024 [11] - The gross profit margin for the energy-saving and water-saving equipment segment is expected to remain stable at 26.77% in 2025, indicating solid performance in this area [3][11]

Core Viewpoint - The company is facing significant challenges in its financial performance due to a downturn in the photovoltaic industry, resulting in a substantial decrease in revenue and net profit for the year 2024 [8][20]. Company Overview - The company reported a total revenue of 1,303,780.89 million yuan for 2024, a decrease of 43.68% year-on-year [8]. - The net profit attributable to shareholders was -213,368.56 million yuan, representing a year-on-year decline of 242.10% [8]. - The weighted average return on equity was -36.07%, down by 57.22 percentage points compared to the previous year [8]. Business Segments - The company operates in two main segments: equipment manufacturing and clean energy, with the former providing stability and the latter driving growth [8]. - The equipment manufacturing segment has achieved breakthroughs in heat pumps, heat exchangers, and air cooling, while the clean energy segment has made significant investments in photovoltaic and hydrogen energy technologies [8][20]. Market Conditions - The photovoltaic industry is experiencing a downturn, with the company’s component business achieving some performance breakthroughs despite the overall industry losses [8][20]. - The global photovoltaic market is projected to continue growing, with an expected addition of nearly 530 GW of new installations in 2024, despite a slowdown in growth rates [24][25]. Regulatory Environment - The company is subject to various regulations, including the newly implemented "Water Conservation Ordinance," which emphasizes the importance of water-saving technologies in industrial applications [23][20]. - The government has set ambitious targets for energy savings and carbon reduction, which are expected to drive demand for energy-efficient equipment and services [21][20]. Future Outlook - The company is well-positioned to benefit from the increasing demand for energy-saving and water-saving technologies, particularly in sectors such as power generation, petrochemicals, and metallurgy [20][24]. - The ongoing development of hydrogen energy is recognized as a crucial strategy for achieving carbon neutrality, with significant policy support expected to enhance the industry’s growth prospects [26][27].

2024 年年度股东大会会议资料 双良节能系统股份有限公司 2024 年年度股东大会 会议文件 二〇二五年五月 1 2024 年年度股东大会会议资料 目 录 | 目 录 | ------------------------------------------------------------------------ 2 | | | --- | --- | --- | | 双良节能系统股份有限公司 | 年年度股东大会会议须知 -------------------------- 3 | 2024 | | 双良节能系统股份有限公司 | 年年度股东大会会议议程 -------------------------- 5 | 2024 | | 议案一：2024 | -----------------------------------------------6 | 年度董事会工作报告 | | 议案二：2024 | ----------------------------------------------39 | 年度监事会工作报告 | | 议案三：2024 | --------------------------- ...