北京德恒律师事务所 关于中国长江电力股份有限公司 2024 年年度股东大会的 法律意见 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话:010-52682888 传真:010-52682999 邮编:100033 北京德恒律师事务所 关于中国长江电力股份有限公司 2024 年年度股东大会的法律意见 北京德恒律师事务所 关于中国长江电力股份有限公司 2024 年年度股东大会的 法律意见 德恒 01G20220548-22 号 致：中国长江电力股份有限公司 中国长江电力股份有限公司（以下简称"公司"）2024 年年度股东大会（以 下简称"本次会议"）于 2025 年 5 月 22 日（星期四）召开。北京德恒律师事务 所（以下简称"本所"）受公司委托，指派杨兴辉律师、王曦律师（以下简称"本 所律师"）出席了本次会议。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 公司股东会规则》（以下简称"《股东会规则》"）、《中国长江电力股份有限 公司章程》（以下简称"《公司章程》"）的相关规定，本所律师就本次会议的 召集、召开程序、现场出席会议 ...

Core Insights - The energy sector shows strong fundamentals, resilience, and potential for growth as indicated by the 2024 annual reports and Q1 2025 disclosures [1] Industry Overview - The overall revenue for the electricity sector in 2024 reached 1.8256 trillion yuan, with a net profit of 166.23 billion yuan, reflecting significant improvement in profitability [1] - The electricity index increased by 13.80% from the beginning of the year, with hydropower showing relatively strong performance compared to other sub-sectors [3] - The demand for electricity is expected to grow by approximately 6% in 2025, driven by factors such as AI computing power and electric vehicle adoption [9] Company Performance - Huaneng International topped the revenue rankings in the electricity sector with total revenue of 245.55 billion yuan, despite a slight decrease of 3.48% year-on-year [3][4] - Longjiang Electric, a leading hydropower company, reported a revenue of 84.49 billion yuan in 2024, up 8.12%, and a net profit of 32.50 billion yuan, up 19.28% [5] - China General Nuclear Power achieved total revenue of 86.80 billion yuan, a year-on-year increase of 5.16%, with net profit growth of 0.83% [6][7] Market Trends - The electricity sector is expected to maintain a steady growth trajectory, supported by ongoing energy structure transformation and market reforms [9][10] - The construction of a unified national electricity market is progressing, with a significant increase in market participants, enhancing resource allocation efficiency [9] - The fire power sector is anticipated to continue its strong recovery due to low coal prices, while hydropower may face challenges from reduced rainfall [10][11] Strategic Outlook - The ongoing market reforms and the push for carbon neutrality are expected to reshape the valuation of electricity operators, with potential for improved operating environments for thermal power [11] - Mergers and acquisitions within the electricity sector are anticipated to enhance the resilience and valuation of state-owned enterprises [11]

Core Points - The CSI Hong Kong-Shanghai-Shenzhen 500 Non-Cyclical Index has shown a 6.26% increase over the past month and an 8.05% increase year-to-date [1] - The index is based on the comprehensive index samples of the Hong Kong-Shanghai-Shenzhen Stock Connect and reflects the overall performance of securities listed in these three markets [1] - The top ten holdings of the index include Tencent Holdings (11.43%), Alibaba-W (8.73%), and Kweichow Moutai (4.06%) [1] Index Composition - The index's market composition shows that the Hong Kong Stock Exchange accounts for 47.33%, the Shanghai Stock Exchange for 27.67%, and the Shenzhen Stock Exchange for 25.01% [1] - In terms of industry allocation, consumer discretionary makes up 26.95%, communication services 19.08%, and information technology 16.99% [2] - The index samples are adjusted biannually, with changes implemented on the next trading day following the second Friday of June and December [2]

Group 1 - The core theme of the news revolves around the rising interest and investment in low-carbon economy initiatives, highlighted by the performance of the China Securities Low-Carbon Economy Theme Index and related ETFs [1][2][3] - The China Securities Low-Carbon Economy Theme Index (000977) saw a strong increase of 1.21%, with significant gains in constituent stocks such as Guoxuan High-Tech (up 9.99%) and Ningde Times (up 4.41%) [1] - The Carbon Neutrality ETF (159885) has experienced a 1.39% increase, marking its third consecutive rise, indicating growing investor confidence in carbon neutrality initiatives [2] Group 2 - The 2025 (Third Cross-Strait Carbon Neutrality Conference) held in Fuzhou focused on sustainable development opportunities and cooperation between the two sides, with over 200 experts and industry leaders participating [2] - The conference resulted in the "Cross-Strait Enterprises Carbon Neutral Green Action Fuzhou Initiative," urging enterprises to commit to green practices and contribute to global climate governance [2] - A report from Dongwu Securities emphasized the importance of achieving carbon peak and carbon neutrality by 2030, with a focus on establishing zero-carbon parks and factories, and expanding the national carbon trading market [2][3] Group 3 - CITIC Securities highlighted that achieving carbon neutrality by 2060 is crucial for China to integrate into the new global industrial chain and build a community with a shared future [3] - Non-fossil energy is expected to be the main driver of energy growth, with policies focusing on energy consumption control, carbon trading, and green finance [3] - The top ten weighted stocks in the China Securities Low-Carbon Economy Theme Index account for 62.79% of the index, indicating a concentrated investment in key sectors such as clean energy and storage [3]

Investment Rating - The report indicates a positive outlook for the electricity industry, suggesting it is entering a phase of high prosperity due to policy catalysts and fundamental improvements [2][11]. Core Insights - The implementation of the capacity price mechanism starting in 2024 is expected to restructure the revenue model for coal power companies, reducing reliance on energy sales and stabilizing income expectations [11][21]. - The auxiliary service market mechanism has been officially released, accelerating the construction of the spot market, which will support high-quality development in the electricity sector [12]. - Overall electricity demand is recovering, with a reported increase in national electricity consumption of 4.28% year-on-year as of March 2025, indicating a positive trend for the industry [13]. - Hydropower generation is expected to improve due to favorable water conditions, while coal-fired power plants are experiencing reduced fuel cost pressures, enhancing profitability [15][17]. Summary by Sections 1. Policy Catalysts and Fundamental Resonance - The capacity price mechanism will optimize the profit model for coal power, ensuring sustainable operation [11]. - The auxiliary service market will provide new revenue channels for electricity companies, enhancing income diversity [12]. - Electricity demand is on the rise, supporting industry prosperity [13]. 2. Investment Value Analysis of the CSI All-Share Power Index - The CSI All-Share Power Index consists mainly of stocks from the power utility sector, with 98.92% of its components in power generation and grid industries [3][29]. - As of April 30, 2025, the index's P/E ratio is 16.65 and P/B ratio is 1.69, indicating relatively suitable valuation levels [31]. - The index has shown strong profitability and a high willingness to distribute dividends, with a 12-month dividend yield of 2.80% [35]. 3. Analysis of the GF CSI All-Share Power Utility ETF - The GF CSI All-Share Power Utility ETF was established on December 29, 2021, and aims to closely track the CSI All-Share Power Utility Index [45]. - As of May 14, 2025, the ETF has a scale of 3.489 billion yuan and a daily average trading volume of 193 million yuan, indicating good market liquidity [45]. - The fund is managed by an experienced manager with over 25 years in the securities industry [46].

Core Points - The China Securities Index of State-Owned Enterprises AH Price Preferred Index has shown a recent increase, with a 1.86% rise over the past month and a 1.90% increase year-to-date [1] - The index includes various sub-indices that reflect the performance of different sectors, such as banking, securities, and energy, using an AH price preferred investment strategy [1] - The top ten holdings in the index are dominated by major companies like Kweichow Moutai and China Merchants Bank, indicating a concentration in high-performing stocks [1] Market Composition - The index's holdings are primarily from the Shanghai Stock Exchange (48.19%) and Hong Kong Stock Exchange (37.43%), with a smaller portion from the Shenzhen Stock Exchange (14.39%) [2] - The financial sector represents the largest portion of the index at 34.19%, followed by industrials (15.98%) and consumer staples (12.60%), highlighting the index's focus on key economic sectors [2] Index Adjustment Mechanism - The index undergoes semi-annual adjustments in line with its benchmark indices, and monthly category conversions are based on a specific price ratio between mainland and Hong Kong securities [3] - Adjustments to the index are made under special circumstances, such as delisting or corporate actions like mergers, ensuring the index remains reflective of the market [3]

Core Viewpoint - The article emphasizes the importance of understanding investment from a long-term perspective, focusing on the intrinsic value of companies rather than short-term stock price fluctuations [2][3]. Group 1: Investment Philosophy - Investment should be viewed as owning a business, where the focus is on the cash flow generated over time rather than daily price changes [2]. - The essence of successful investing lies in optimizing the allocation of retained earnings, akin to nurturing a hen that lays eggs, where returns come from dividends and reinvestment [2]. - Evaluating a company's value involves discounting all future free cash flows, leading to a distinction between overvalued and undervalued stocks based on their lifecycle value [2]. Group 2: Market Behavior and Psychology - Investors face both explicit financial costs and implicit psychological costs, with anxiety and uncertainty being significant factors in decision-making [3]. - The article suggests that a clear investment strategy can simplify complex decisions, reducing the emotional burden associated with market fluctuations [3]. - The mindset of focusing on long-term growth rather than short-term gains can lead to better investment outcomes, as illustrated by the example of holding onto a stock until its potential is fully realized [3]. Group 3: Investment Strategy - The "Snowball Three-Point Method" is introduced as a strategy for long-term investment and asset allocation, emphasizing diversification across assets, markets, and timing to enhance returns and mitigate risks [4].

Market Overview - The FTSE China A50 index components showed mixed performance with logistics, chemical pharmaceuticals, and home appliances leading in gains, while the coal sector faced declines [1] Sector Performance Insurance - China Pacific Insurance, China Ping An, and China Life Insurance reported market capitalizations of 980.99 billion, 361.31 billion, and 326.32 billion respectively, with trading volumes of 6.54 million, 10.71 million, and 5.58 million [3] Alcohol Industry - Kweichow Moutai, Shanxi Fenjiu, and Wuliangye had market capitalizations of 1993.60 billion, 242.98 billion, and 501.66 billion respectively, with trading volumes of 18.64 million, 10.49 million, and 5.22 million [3] Semiconductor - Northern Huachuang, Cambricon Technologies, and Haiguang Information had market capitalizations of 231.43 billion, 284.52 billion, and 325.85 billion respectively, with trading volumes of 7.93 million, 15.80 million, and 6.32 million [3] Automotive - BYD, Great Wall Motors, and Beijing-Shanghai High-speed Railway reported market capitalizations of 1192.71 billion, 199.78 billion, and 294.15 billion respectively, with trading volumes of 37.01 million, 1.61 million, and 2.02 million [3] Oil Industry - COSCO Shipping, Sinopec, and China National Petroleum had market capitalizations of 687.67 billion, 1498.94 billion, and 254.36 billion respectively, with trading volumes of 2.16 million, 2.49 million, and 14.71 million [3] Coal Industry - China Shenhua, Shaanxi Coal and Chemical Industry, and CATL reported market capitalizations of 194.68 billion, 1198.11 billion, and 777.26 billion respectively, with trading volumes of 3.11 million, 3.58 million, and 50.90 million [3] Power Industry - Dongfang Electric, Yangtze Power, and China Nuclear Power had market capitalizations of 753.62 billion, 197.66 billion, and 341.13 billion respectively, with trading volumes of 10.66 million, 7.40 million, and 21.45 million [4] Food and Beverage - CITIC Securities, Guotai Junan, and Haitian Flavoring reported market capitalizations of 387.85 billion, 311.87 billion, and 240.72 billion respectively, with trading volumes of 1.95 million, 7.07 million, and 2.48 million [4] Consumer Electronics - Industrial Fulian, Luxshare Precision, and Heng Rui Medicine had market capitalizations of 379.50 billion, 235.47 billion, and 348.74 billion respectively, with trading volumes of 3.94 million, 17.94 million, and 15.65 million [4] Home Appliances - Gree Electric, Haier Smart Home, and Muyuan Foods reported market capitalizations of 261.19 billion, 245.55 billion, and 216.54 billion respectively, with trading volumes of 11.37 million, 5.03 million, and 4.47 million [4] Medical Devices - Mindray Medical, Wanhua Chemical, and SF Holding had market capitalizations of 178.50 billion, 224.01 billion, and 272.74 billion respectively, with trading volumes of 9.22 million, 6.67 million, and 4.36 million [4] Telecommunications - China Construction, China Unicom, and China Telecom had market capitalizations of 235.94 billion, 171.33 billion, and 466.44 billion respectively, with trading volumes of 11.23 million, 2.30 million, and 8.29 million [4] Transportation Equipment - China CRRC and Guodian NARI had market capitalizations of 209.50 billion and 184.02 billion respectively, with trading volumes of 1.15 million and 2.30 million [5]

Investment Rating - The report maintains an "Outperform" rating for the public utilities and environmental sectors [4][18]. Core Views - The report highlights the introduction of detailed rules in Guangdong and Shandong provinces regarding the sustainable development pricing settlement mechanism for new energy projects, marking a significant step towards market-driven reforms in the new energy sector [2][15]. - It emphasizes that coal and electricity prices are declining simultaneously, which is expected to maintain reasonable profitability for thermal power companies [18]. - The report suggests that the continuous support from national policies for new energy development will lead to gradually stable profitability for new energy generation [18]. - It notes that the growth in installed capacity and generation will help offset the downward pressure on electricity prices, predicting stable profitability for nuclear power companies [18]. Summary by Sections Market Review - The Shanghai Composite Index rose by 1.12%, while the public utilities index increased by 0.08%. The environmental index remained unchanged, with relative weekly returns of -1.04% and -1.12% respectively [1][21]. - Among the sub-sectors, thermal power decreased by 0.89%, hydropower increased by 0.87%, and new energy generation rose by 0.08% [1][21]. Important Policies and Events - Guangdong's electricity trading center issued draft rules for the sustainable development pricing settlement mechanism for new energy projects, with the first competitive trading scheduled for mid-2025 [2][14]. - The rules stipulate that projects must be approved and operational by December 31, 2025, to participate in the first auction [2][14]. Investment Strategy - Recommendations include major thermal power companies like Huadian International and Shanghai Electric, as well as leading new energy firms such as Longyuan Power and Three Gorges Energy [18]. - The report also suggests investing in nuclear power operators like China Nuclear Power and China General Nuclear Power, and highlights the defensive attributes of hydropower stocks amid a global interest rate decline [18][19]. Key Company Earnings Forecasts and Investment Ratings - The report provides a detailed table of investment ratings for various companies, all rated as "Outperform," including Huadian International, Longyuan Power, and China Nuclear Power, with projected earnings per share (EPS) growth for 2024 and 2025 [7][18].

Group 1 - The public utility ETF (560190.SH) increased by 0.71%, with its associated index, the All Public Utility Index (000995.CSI), rising by 0.80% [1] - Key constituent stocks such as Changjiang Electric Power, China Nuclear Power, and Guotou Power saw significant gains, with increases of 1.35%, 1.47%, and 2.97% respectively [1] - The Ministry of Water Resources anticipates continuous rainfall in the central and northern regions of the Pearl River Basin, potentially leading to flood conditions, which has triggered a level IV flood emergency response [1] Group 2 - The increase in rainfall is expected to boost hydropower generation and performance for water electricity companies like Changjiang Electric Power and Guotou Power, contributing to their stock price increases [1] - Guosen Securities highlighted supportive policies such as the Guangdong Document No. 136 and Zhejiang's encouragement for computing centers to participate in long-term electricity trading, which bolster the public utility sector [1] - The public utility index rose by 0.08% this week, with the water electricity sector performing particularly well, increasing by 0.87% [1]