北京市中伦律师事务所 关于福建福能股份有限公司 2024 年年度股东大会的 法律意见书 二〇二五年五月 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东大会规则》 （以下简称"《股东大会规则》"）、《律师事务所从事证券法律业务管理办法》 （以下简称"《证券法律业务管理办法》"）、《律师事务所证券法律业务执业 规则（试行）》（以下简称"《证券法律业务执业规则》"）等相关法律、行政 法规、部门规章、规范性文件及《福建福能股份有限公司章程》（以下简称"《公 司章程》"）的规定，就本次会议的召集与召开程序、召集人资格、出席会议人 员资格、会议表决程序及表决结果等事宜，出具本法律意见书。 北京市中伦律师事务所 关于福建福能股份有限公司 2024 年年度股东大会的 法律意见书 致：福建福能股份有限公司（以下简称"公司"） 北京市中伦律师事务所（以下简称"本所"）接受公司的委托，指派律师出 席并见证公司2024年年度股东大会（以下简称"本次会议"）。 对本法律意见书的出具，本所律师特作如下声明： 1．本所律师仅就本次会议的召集与召开程序、召 ...

证券代码：600483 证券简称：福能股份 公告编号：2025-028 福建福能股份有限公司 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 15 日 (二) 股东大会召开的地点：福州市晋安区塔头路 396 号福建省能源石化大厦 3A 层会议室 (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 | 336 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,857,232,415 | | 3、出席会议的股东所持有表决权股份数占公司有表决 | 66.8036 | | 权股份总数的比例（%） | | (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。 本次股东大会采用现场投票和网络投票相结合的表决方式。会议由公司董事长桂思 玉先生主持，会议的召集、召开和表决方式符 ...

Investment Rating - The report maintains an "Outperform" rating for the public utility and environmental protection sectors [6][9]. Core Views - The environmental sector's revenue in 2024 is projected to decline by 0.6% to CNY 364.236 billion, with net profit decreasing by 14.7% to CNY 23.058 billion. However, in Q1 2025, the sector is expected to see a revenue increase of 3.5% to CNY 81.243 billion and a net profit growth of 3.8% to CNY 8.232 billion [3][21]. - The report highlights the impact of the new market-oriented pricing reforms for renewable energy in Shandong, aiming for full market integration by the end of 2025 [2][16]. - The report emphasizes the importance of the carbon neutrality context, recommending investments in the new energy industry chain and comprehensive energy management [41][42]. Summary by Sections Market Review - The Shanghai Composite Index rose by 2.00%, while the public utility index increased by 2.22%, and the environmental index rose by 2.93% [1][43]. Important Policies and Events - Shandong's new pricing reform aims for full market integration of wind and solar energy by 2025, with differentiated policies for existing and new projects [2][16]. Financial Overview of the Environmental Sector - In 2024, only the solid waste management and water treatment sectors showed positive growth, while the environmental equipment sector saw a decline of over 30% [3][21]. - The atmospheric governance sector reported a loss increase, while the comprehensive environmental governance sector shifted from profit to loss [21][24]. Investment Strategy - Recommendations include major thermal power companies like Huadian International and regional electricity firms like Shanghai Electric, as well as leading renewable energy firms such as Longyuan Power and Three Gorges Energy [4][41]. - The report suggests focusing on "utility-like investment opportunities" within the environmental sector, recommending companies like China Everbright Environment and Zhongshan Public Utilities [42][41]. Key Company Profit Forecasts and Investment Ratings - Several companies, including Huadian International and Longyuan Power, are rated as "Outperform" with projected earnings per share (EPS) growth for 2025 [9][41].

Investment Rating - The report maintains a positive outlook on the power and natural gas sectors, indicating a favorable investment environment for renewable energy and gas companies [2][10]. Core Insights - The Shandong provincial government has introduced its first local guidelines for the marketization of renewable energy pricing, which is expected to stabilize returns for existing projects and provide a model for other provinces [5][7]. - Global natural gas prices have seen a slight rebound due to tightening supply and increased demand for LNG exports, with specific price movements noted in various regions [10][19]. - The report highlights the potential for LNG import prices to decrease further in the second half of 2025, benefiting downstream gas companies [11][29]. Summary by Sections 1. Power Sector: Shandong's New Energy Market Guidelines - Shandong's new energy pricing reform outlines that existing projects will participate in market pricing at a rate of 0.3949 yuan per kWh, aligning with the provincial coal benchmark price [5][6]. - The guidelines emphasize strong connectivity with existing policies, ensuring stability for existing projects while introducing competitive elements for new projects [6][7]. - The implementation of these guidelines is expected to serve as a model for other provinces, enhancing the operational efficiency and market strategies of renewable energy companies [7][8]. 2. Natural Gas: Global Demand and Price Rebound - As of May 9, 2025, the Henry Hub spot price in the U.S. was $3.22/mmBtu, reflecting a weekly increase of 3.84%, while European prices also saw a rise due to supply constraints and seasonal demand [10][19]. - The report notes that the overall LNG import cost in China has remained below 4000 yuan per ton, with a significant decrease of 18.4% from the year's peak [11][29]. - The anticipated decline in international oil prices is expected to further lower LNG import prices in China, benefiting city gas companies [11][29]. 3. Weekly Market Review - The public utilities, environmental protection, power equipment, and gas sectors outperformed the Shanghai and Shenzhen 300 index during the review period [35]. 4. Company and Industry Dynamics - Recent developments include the issuance of competitive configuration announcements for renewable energy projects in various provinces, indicating ongoing investment and growth in the sector [44][46]. - The report also highlights significant corporate announcements, including financing and profit distribution plans from key players in the energy sector, reflecting a proactive approach to capital management and shareholder returns [48][49].

Investment Rating - The report maintains a "Recommended" rating for companies such as China Nuclear Power, Funiu Co., and Huaneng Hydropower, while giving a "Cautious Recommendation" to companies like China General Nuclear Power and Longyuan Power [23][3]. Core Insights - The electricity sector outperformed the market this week, with the public utility sector rising by 2.22% and the electricity sub-sector by 2.21%, both exceeding the Shanghai and Shenzhen 300 index [1][7]. - Shandong Province has established a mechanism electricity price that aligns with the benchmark price for coal-fired power, which is expected to stabilize investment returns for renewable energy projects [2][24]. - The report highlights the significant drop in coal prices, which has led to steady growth in thermal power performance in Q1, with expectations for continued improvement as the peak electricity consumption season approaches [3][20]. Summary by Sections Weekly Market Review - The public utility sector index closed at 2,377.21 points, up 51.64 points, while the electricity sub-sector closed at 3,171.91 points, up 68.52 points [1][7]. - The sub-sectors showed varied performance, with solar power up 4.01%, thermal power up 4.00%, and wind power up 1.78% [12][19]. Special Topic - Shandong's new pricing mechanism for renewable energy projects is set at 0.3949 yuan per kWh, matching the coal-fired benchmark price, which is expected to mitigate revenue volatility for existing projects [2][24]. - The competitive bidding for new renewable projects starting from June 1, 2025, will determine the mechanism price, enhancing investment predictability [2][24]. Investment Recommendations - The report suggests focusing on companies with strong growth potential in the thermal and hydropower sectors, particularly Funiu Co., Gansu Energy, and Huaneng International [3][20]. - It also emphasizes the stability of large hydropower companies in a declining interest rate environment, recommending companies like Yangtze Power and Chuanwei Energy [3][20]. Key Company Earnings Forecasts - The report provides earnings per share (EPS) forecasts for several companies, with China Nuclear Power expected to have an EPS of 0.46 yuan in 2024, while Funiu Co. is projected at 1.07 yuan [23][3].

Investment Rating - The investment rating for the public utility sector is "Positive" and is maintained [8]. Core Insights - The new public offering regulations are expected to drive capital inflows into the long-underweighted public utility sector, which has a current allocation of only 0.94% in actively managed public funds, significantly lower than the weights in the CSI 300 and CSI A500 indices [2][10]. - The sector's earnings have shown signs of recovery, with expectations for continued performance improvement in the second quarter and throughout the year [2][10]. Summary by Sections Public Offering Regulations - The implementation of new public offering regulations is likely to provide marginal support for the public utility sector, which has been significantly underweighted in fund allocations. The sector's weight in the CSI 300 index is 3.53%, while the allocation in actively managed funds is only 0.94%, indicating a shortfall of 2.59 percentage points compared to the index [2][10]. Earnings Recovery - The public utility sector's earnings recovery has been validated by first-quarter performance, with expectations for continued improvement. Specific insights include: - Coal prices have decreased, alleviating pressure on thermal power generation, which is expected to enhance earnings in the second quarter [10]. - Hydropower assets are becoming increasingly attractive due to declining interest rates, with companies like Yangtze Power showing a high dividend yield compared to government bond yields [10]. - Nuclear power is anticipated to recover as new units come online, mitigating previous earnings pressures [10]. - Green energy companies are expected to benefit from policy support and asset value reassessment [10]. Investment Recommendations - The report suggests focusing on quality thermal power operators such as Huadian International, China Resources Power, and Huaneng International, as well as hydropower leaders like Yangtze Power and Guotou Power. In the renewable energy sector, companies like Longyuan Power and China Nuclear Power are highlighted as potential investment opportunities [10][13][15].

Investment Rating - The report maintains a "Recommended" rating for companies like Funiu Co., Huaneng Water Power, and China Nuclear Power, while giving a "Cautious Recommendation" for companies like China General Nuclear Power and Longyuan Power [4][7]. Core Viewpoints - The electricity sector shows resilience with a strong performance in Q1 2025, driven by stable demand and a transition towards peak electricity consumption in Q2 and Q3 [1][11]. - The coal price drop significantly benefits thermal power companies, leading to improved profitability despite a decrease in revenue due to falling electricity prices [2][3]. - Hydropower companies are experiencing stable growth, supported by favorable water conditions and new capacity additions, although they face some pressure from tax payments [2][54]. - Nuclear power continues to expand in capacity, but faces short-term fluctuations in profitability due to tax expenses and market price changes [2][71]. Summary by Sections 1. Electricity Sector Performance - The electricity index has shown strength, with the sector outperforming the broader market in early 2025, despite initial underperformance compared to growth stocks [1][11]. - The sector is expected to maintain steady growth as it enters the peak electricity consumption season in Q2 and Q3 [1][11]. 2. Thermal Power - Thermal power revenue decreased by 1% in 2024 to 1,218.9 billion yuan, with Q1 2025 revenue down 8% year-on-year to 286.9 billion yuan [2][36]. - Despite revenue declines, net profit for thermal power companies increased by 31% in 2024 to 65.6 billion yuan, and by 8% in Q1 2025 to 21.9 billion yuan, benefiting from lower coal prices [2][38]. 3. Hydropower - Hydropower revenue grew by 8.98% in 2024 to 194.4 billion yuan, with Q1 2025 revenue increasing by 8.63% to 417.7 billion yuan [2][54]. - The net profit for hydropower companies rose by 17.48% in 2024 to 56.4 billion yuan, with a significant increase of 28.11% in Q1 2025 to 113.5 billion yuan [2][57]. 4. Nuclear Power - The nuclear power sector achieved a revenue of 164.1 billion yuan in 2024, a 4.17% increase, but net profit fell by 8.23% to 19.6 billion yuan [2][71]. - In Q1 2025, nuclear power revenue rose by 8.42% to 40.3 billion yuan, while net profit decreased by 7.51% to 6.2 billion yuan [2][71]. 5. Green Energy - The green energy sector faced challenges with revenue growth not translating into profit, with 2024 revenue at 143.5 billion yuan, a slight increase of 0.27%, but net profit decreased by 6.48% to 239.9 billion yuan [2][3]. - In Q1 2025, green energy revenue fell by 3.35% to 350.5 billion yuan, with net profit down 6.32% to 77.4 billion yuan [2][3].

Core Viewpoint - The report highlights that favorable wind conditions have positively impacted the performance of Funiu Co., Ltd., with a proposed cash dividend of no less than 10% for the mid-2025 period, maintaining a "buy" rating for the stock [1] Financial Performance - In 2024, the company achieved a revenue of 14.563 billion yuan, a decrease of 0.90% year-on-year, while the net profit attributable to shareholders was 2.793 billion yuan, an increase of 6.47% [1][3] - For Q1 2025, the company reported a revenue of 3.097 billion yuan, a year-on-year increase of 0.31%, and a net profit of 752 million yuan, reflecting a significant growth of 42.83% [1][4] Dividend Policy - The company plans to distribute a cash dividend of 0.31 yuan per share (before tax) for 2024 and aims for a mid-2025 cash dividend of at least 10% of the net profit attributable to ordinary shareholders [1] Operational Developments - As of the end of 2024, the company had a total installed capacity of 6.096 million kilowatts, with several projects approved, including the Chang Le offshore project (656,000 kilowatts) and the second phase of the Quan Hui thermal power project (1.3 million kilowatts) [2] - The company completed preliminary approvals for 30 photovoltaic projects (114.7 MW) and made progress on 9 photovoltaic projects (40.6 MW) [2] Profitability Analysis - In 2024, the company's gross profit margin was 26.6%, an increase of 2.7 percentage points, driven by improved wind power utilization hours, which increased by 286 hours to 3,324 hours [3] - The investment income for 2024 was 1.214 billion yuan, with significant contributions from the Haixia Power and Ningde Nuclear Power projects [3] Q1 2025 Performance Highlights - In Q1 2025, the company generated 1.913 billion kWh from wind power, a year-on-year increase of 27.96%, while thermal power generation decreased by 10.71% [4] - The gross profit margin for Q1 2025 improved by 10.5 percentage points to 34.1%, aided by favorable wind conditions [4] Investment Forecast - The company has adjusted its profit forecasts for 2025-2026, now expecting net profits of 3 billion yuan and 3.2 billion yuan for those years, respectively, with a new forecast for 2027 at 3.7 billion yuan [4]

Investment Rating - The investment rating for the company is "Buy" with a target price expected to yield over 20% relative return within six months [5][17]. Core Views - The company reported a revenue of 14.563 billion yuan in 2024, a slight decrease of 0.90% year-on-year, while the net profit attributable to shareholders increased by 6.47% to 2.793 billion yuan [3][4]. - The company plans to distribute a cash dividend of no less than 10% of the net profit attributable to ordinary shareholders for the first half of 2025 [1]. - The company has made significant progress in project planning, which lays a foundation for sustainable development, including the approval of multiple power generation projects [2]. Financial Performance Summary - In 2024, the company's revenue was 145.63 billion yuan, with a decline in thermal power revenue by 4.45% to 77.55 billion yuan, while wind power revenue increased by 10.33% to 37.92 billion yuan [3]. - The gross profit margin improved to 26.6%, up 2.7 percentage points year-on-year, driven by increased wind power utilization hours [3]. - For Q1 2025, the company achieved a revenue of 30.97 billion yuan, a year-on-year increase of 0.31%, and a net profit of 7.52 billion yuan, reflecting a significant growth of 42.83% [4]. Future Earnings Forecast - The company has adjusted its earnings forecast for 2025-2026, now expecting net profits of 3 billion yuan and 3.2 billion yuan respectively, with a new forecast for 2027 at 3.7 billion yuan [4]. - The projected price-to-earnings ratios for 2025-2027 are 9, 8, and 7 times respectively [4]. Key Financial Metrics - The company’s total installed capacity reached 6.096 million kilowatts by the end of 2024 [2]. - The company’s earnings per share (EPS) for 2024 is projected at 1.00 yuan, with a growth rate of 6.54% expected for 2025 [4][12]. - The company’s asset-liability ratio stands at 37.78% [6]. Market Position - The company operates in the public utility and power generation sector, with a focus on sustainable energy projects [5]. - The current market capitalization is approximately 26.97 billion yuan [6].

本报告导读： 远期项目储备丰富，成长空间广阔。（1）热电联产：泉惠一期132万千瓦预计26 年中投产，二期130 万 千瓦预计27 年中投产，股比51%，一期、二期IRR 分别12.55%、17.73%。（2）长乐J 区65 万千瓦海 风，预计27 年初并网，股比80%，IRR 5.03%。预计按节奏投产后公司2026、2027 年归母净利达33、 37.3 亿元。另外公司首次提出2025 年中期分红不低于10%，市值管理大背景下公司表态积极，兼具稳 定与成长。 风况持续修复，24 年公司陆风、海风利用小时分别同比+152、+421 小时，25Q1 分别+167、+296小 时，看好风况转好业绩持续修复。 风险提示。电价下行风险，煤价波动风险，风资源波动风险。 公司发布2024 年、25Q1 业绩报告：2024 年公司实现营业收入145.6亿元，YOY-0.9%；实现归母净利 27.9 亿元，YOY+6.5%。25Q1 公司实现营业收入31 亿元，YOY+0.3%；实现归母净利7.5 亿元， YOY+42.8%，主因25Q1 风资源优异，公司陆风、海风发电量YOY+24%、+31%。 测算2024 年公司火电 ...