湖南天地人律师事务所 关于湖南郴电国际发展股份有限公司 2026 年第一次临时股东会的 法律意见书 湖南天地人律师事务所 二〇二六年一月 全方位高品质的综合法律服务提供者·湖南天地人律师事务所 湖南天地人律师事务所 关于湖南郴电国际发展股份有限公司 2026 年第一次临时股东会的 法律意见书 致：湖南郴电国际发展股份有限公司 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》（以下简称"《股东会规则》"）、《律师事务所从 事证券法律业务管理办法》等我国现行法律、法规、规范性文件以及《湖 南郴电国际发展股份有限公司章程》（以下简称"《公司章程》"）的规 定，湖南天地人律师事务所（以下简称"本所"）接受湖南郴电国际发展 股份有限公司（以下简称"公司"）的委托，指派律师出席了公司 2026 年 第一次临时股东会（以下简称"本次股东会"），对本次股东会的召集和 召开程序、召集人及出席会议人员的资格、表决程序和表决结果的合法有 效性进行律师见证，并发表本法律意见。 本所律师声明如下： （一）本所律师根据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 ...

证券代码：600969 证券简称：郴电国际 公告编号：2026-004 湖南郴电国际发展股份有限公司 2026年第一次临时股东会决议公告 (二)股东会召开的地点：湖南省郴州市青年大道万国大厦十三楼 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： 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 | 1、出席会议的股东和代理人人数 | 164 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 144,065,170 | | 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（%） | 38.9312 | (四)表决方式是否符合《公司法》及《公司章程》的规定，会议 主持情况等。 本次会议议案以现场投票与网络投票相结合的方式进行表决，本 次会议表决方式符合《公司法》《证券法》《上海证券交易所股票上 市规则》和《公司章程》的有关规定。本次股东会由公司董事会召集， 董事长周帮 ...

Market Overview - The electricity sector increased by 1.3% compared to the previous trading day, with Baitong Energy leading the gains [1] - The Shanghai Composite Index closed at 4114.0, up 0.29%, while the Shenzhen Component Index closed at 14294.05, up 0.09% [1] Top Gainers in the Electricity Sector - Baitong Energy (001376) closed at 19.76, up 10.02% with a trading volume of 250,700 shares and a transaction value of 478 million [1] - Zhongmin Energy (600163) closed at 6.09, up 9.93% with a trading volume of 687,900 shares [1] - Luxiao Technology (002617) closed at 9.28, up 7.16% with a trading volume of 3,681,900 shares [1] - Haoling Power (600452) closed at 10.68, up 4.71% with a trading volume of 673,100 shares [1] - Huayin Power (600744) closed at 6.94, up 4.68% with a trading volume of 2,474,800 shares [1] Top Losers in the Electricity Sector - Shiwang Energy (605028) closed at 31.46, down 9.99% with a trading volume of 3,450 shares [2] - Hengsheng Energy (605580) closed at 24.97, down 7.04% with a trading volume of 210,600 shares [2] - Tuo Ri New Energy (002218) closed at 4.90, down 4.85% with a trading volume of 2,516,900 shares [2] Capital Flow Analysis - The electricity sector saw a net inflow of 181 million from main funds, while retail funds experienced a net inflow of 475 million [2] - Main funds showed a significant net outflow from several companies, including China Nuclear Power (601985) with a net outflow of 32.02 million [3] - Zhongmin Energy (600163) also experienced a net outflow of 44.80 million from main funds [3]

Group 1 - The core viewpoint of the articles highlights the dual benefits for the power grid companies from both domestic and international markets, with significant investments expected during the "14th Five-Year Plan" period and a surge in demand in emerging markets [1][4] - The International Energy Agency (IEA) predicts that $2.5 trillion will be needed to fill the electricity infrastructure gap in emerging markets by 2030, with over 60% of this gap in renewable energy projects in Africa and Southeast Asia [1][2] - The current logic of the power industry's overseas expansion is based on the dual adaptation of "emerging market demand + domestic technology output," with a significant increase in annual installed capacity demand expected in Africa from 2025 to 2030 [2] Group 2 - The Zambian project by Chendian International serves as a typical case of regional power companies leveraging industry trends, located in a core industrial electricity gap area where industrial electricity prices are approximately 1.8 times higher than in China [3] - The project is expected to increase Chendian International's generation capacity by about 55%, with a quick payback period of approximately six years, making it suitable for regional power companies [3] - The project benefits from a five-year tax exemption policy in Zambia and favorable financing rates under the "Belt and Road" initiative, leading to a projected net profit margin of 40%, significantly higher than the 15% net profit margin of domestic regional power businesses [3][4] Group 3 - The successful implementation of the Zambian project is projected to bring a net profit increase of 43%-57% for Chendian International and validates the feasibility of overseas expansion for regional power companies [4] - The "14th Five-Year Plan" anticipates a fixed asset investment of 4 trillion yuan by the State Grid Corporation, representing a 40% increase from the previous plan, which is expected to exceed expectations [4] - The dual benefits from domestic and international market demands will open up capacity and profit space for Chendian International, providing a dual-path strategy of "stabilizing the domestic base and expanding overseas" for power companies reliant on a single region [4]

Core Viewpoint - The stock of Chendian International (600969) showed a slight increase of 0.73% on January 15, 2026, closing at 11.08 yuan, with a trading volume of 95,300 hands and a total transaction amount of 106 million yuan [1]. Group 1: Financial Performance - For the first three quarters of 2025, Chendian International reported a main operating revenue of 3.079 billion yuan, a year-on-year decrease of 7.16% [2]. - The net profit attributable to shareholders increased by 33.93% to 80.97 million yuan, while the net profit excluding non-recurring items surged by 303.85% to 59.81 million yuan [2]. - In Q3 2025, the company recorded a quarterly main operating revenue of 1.122 billion yuan, down 18.92% year-on-year, but the quarterly net profit attributable to shareholders rose by 36.09% to 55.05 million yuan [2]. - The quarterly net profit excluding non-recurring items increased by 87.33% to 55.31 million yuan [2]. - The company's debt ratio stands at 72.03%, with investment income of 49.69 million yuan and financial expenses of 168 million yuan, while the gross profit margin is 9.29% [2]. Group 2: Capital Flow - On January 15, 2026, the net inflow of main funds was 254,900 yuan, accounting for 0.24% of the total transaction amount, while the net inflow of speculative funds was 2.5143 million yuan, representing 2.38% of the total transaction amount [1]. - Retail investors experienced a net outflow of 2.7692 million yuan, which is 2.62% of the total transaction amount [1].

Core Insights - The power industry is positioned for demand expansion due to the explosive growth in AI computing and new energy vehicles, with a projected electricity consumption growth rate of 8.2% in 2025, and industrial electricity consumption expected to exceed 12% year-on-year [1] Industry Overview - The National Energy Administration has announced 43 new power system construction pilot projects and 10 pilot cities to support energy transition and power system upgrades, addressing key issues related to the digital economy and new energy industries [1] - By 2025, total installed power generation capacity in China is expected to exceed 3.8 billion kilowatts, a 14% increase year-on-year, with total electricity consumption projected to surpass 10 trillion kilowatt-hours, accounting for about one-third of global electricity consumption [1] Company Strategy - Chendian International (600969) is transitioning from a traditional hydropower supplier to a comprehensive energy service provider, focusing on the development of new energy projects as a strategic priority for 2025 [2] - The company aims to reduce external electricity purchase costs by operating its own renewable energy projects, leveraging its geographical advantages to participate in significant regional projects [2] Financial Performance - Chendian International reported a net profit of 80.97 million yuan for the first three quarters of 2025, a year-on-year increase of 33.93%, with the third quarter achieving the best performance since its listing [3] - Despite a 7.16% year-on-year decline in operating revenue to 3.079 billion yuan, the company has demonstrated a "revenue decline but profit increase" trend, with a projected net profit growth rate of 25% for the year, significantly exceeding the industry average of 15% [3] Valuation Insights - Chendian International is considered undervalued, with a long-term price-to-book (PB) ratio around 1, and 20% of its net assets in cash, indicating a higher actual asset discount [3] - Analysts predict that the PB ratio could recover to 1.2 times the regional average, suggesting a potential 40% upside in stock price due to performance realization and industry prosperity [3] Market Sentiment - Multiple brokerages indicate that the power sector is becoming a value play, with regional power companies that have synergies in computing and new energy likely to attract higher valuation premiums [4]

Core Viewpoint - The stock of Chendian International (600969) has shown a significant increase in price and trading activity, indicating a potential shift in investor sentiment and market dynamics [1][2]. Group 1: Stock Performance - As of January 12, 2026, Chendian International closed at 11.25 yuan, reflecting a 7.14% increase with a trading volume of 176,400 hands and a total transaction value of 194 million yuan [1]. - The stock's turnover rate was 4.77%, indicating active trading [1]. Group 2: Fund Flow Analysis - On January 12, 2026, the net inflow of main funds was 13.87 million yuan, accounting for 7.16% of the total transaction value, while retail investors experienced a net outflow of 15.80 million yuan, representing 8.15% of the total [1][2]. - Over the past five days, the stock has seen fluctuating fund flows, with notable net outflows from retail investors on several days, indicating a potential shift in market sentiment [2]. Group 3: Company Financials and Industry Comparison - Chendian International's total market capitalization is 4.163 billion yuan, with a net asset value of 3.995 billion yuan and a net profit of 80.97 million yuan [3]. - The company's financial metrics show a price-to-earnings ratio of 38.56 and a price-to-book ratio of 1.14, which are relatively favorable compared to industry averages [3]. - The gross margin stands at 9.29%, significantly lower than the industry average of 30.48%, indicating potential challenges in profitability [3]. - For the first three quarters of 2025, the company's main revenue was 3.079 billion yuan, a year-on-year decrease of 7.16%, while the net profit increased by 33.93% to 80.97 million yuan [3].

湖南郴电国际发展股份有限公司 2026 年第一次临时股东会资料 2026 年 1 月 20 日 郴电国际 2026 年第一次临时股东会 会议资料 目 录 | 1、会议议程---------------------------------------------------------------------------1 | | --- | | 2、《关于补选第七届董事会独立董事的议案》-----------------------------2 | 郴电国际 2026 年第一次临时股东会 会议资料 湖南郴电国际发展股份有限公司 2026 年第一次临时股东会议程 一、会议时间：2026 年 1 月 20 日（星期二）下午 2 点 30 分。 四、参会人员：股权登记日收市后在中国证券登记结算有限责任公司上海 分公司登记在册的公司股东。 五、列席人员：公司全体董事、高级管理人员。 1、主持人介绍股东到会情况和出席人员、列席人员情况； 2、律师审查出席股东参会资格； 3、主持人宣布会议开始； 4、吴荣先生汇报《关于补选第七届董事会独立董事的议案》； 5、股东及股东代理人发言； 6、推选投票监票人和计票人； 7、全体 ...

Group 1 - The core point of the article is that Chendian International (600969) has responded to investor inquiries, indicating that the total number of shareholders is expected to reach 15,978 by December 31, 2025 [1]

Group 1 - The company, Chendian International (600969.SH), currently has no overseas revenue [1]