国浩律师（上海）事务所 股东会法律意见书 国浩律师（上海）事务所 关于常熟风范电力设备股份有限公司 2026 年第一次临时股东会法律意见书 致：常熟风范电力设备股份有限公司 国浩律师（上海）事务所（以下简称"本所"）接受常熟风范电力设备股份有 限公司（以下简称"公司"）委托，指派王健弛律师、李淼儿律师（以下简称"本 所律师"）出席公司 2026 年第一次临时股东会（以下简称"本次股东会"）。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》和《常熟风范电 力设备股份有限公司章程》（以下简称"《公司章程》"）等有关规定，就本次股东 会的召集和召开程序、出席会议人员资格、召集人资格、股东会表决程序和表决 结果的合法性等有关法律问题出具法律意见书。 为出具本法律意见书，本所律师对公司本次股东会所涉及的有关事项进行了 审查，查阅了本所律师认为出具本法律意见书所必须查阅的文件，并对有关问题 进行了必要的核查和验证。 本法律意见书仅供本次股东会见证之目的使用，不得用作其他任何目的。 本所律师同意将本法律意见书随公司本次股东会决议一起公告，并依法对本 法律意见书承担相应责任。 本所律师根据相关法律、法规、部门 ...

Core Viewpoint - The company Fengfan Co., Ltd. (601700) is expected to report a net loss of 320 million to 380 million yuan for the fiscal year 2025, a significant decline from a net profit of 91.29 million yuan in the same period last year [1] Group 1: Financial Performance - The projected net loss for 2025 is between 320 million and 380 million yuan [1] - In the previous year, the company achieved a net profit of 91.29 million yuan [1] Group 2: Business Challenges - The company's photovoltaic business is facing pressures from overcapacity and declining prices [1] - An estimated goodwill impairment of approximately 339 million yuan is expected to be recognized for the year [1]

Core Viewpoint - Fengfan Co., Ltd. (601700.SH) is expected to report a significant increase in net losses for the fiscal year 2025, with projections indicating a net profit attributable to shareholders of the parent company ranging from -380 million to -320 million yuan, representing a year-on-year decrease of 411.29 million to 471.29 million yuan, which translates to an increase in losses of 450.54% to 516.26% compared to the previous year [1] Financial Projections - The company anticipates a net profit attributable to shareholders, excluding non-recurring gains and losses, to be between -450 million and -380 million yuan for 2025, which is a reduction of 127.97 million to 197.97 million yuan year-on-year, indicating an increase in losses of 50.78% to 78.55% compared to the previous year [1]

Financial Performance Expectations - The company expects a net profit attributable to shareholders of the parent company for 2025 to be between -380 million and -320 million yuan, representing a decrease of 411.29 million to 471.29 million yuan compared to the same period last year, with a year-on-year loss increase of 450.54% to 516.26%[3] - The expected net profit attributable to shareholders of the parent company, excluding non-recurring gains and losses, is projected to be between -450 million and -380 million yuan, a decrease of 127.97 million to 197.97 million yuan year-on-year, with a loss increase of 50.78% to 78.55%[4] - The previous year's net profit attributable to shareholders was 91.29 million yuan, while the net profit excluding non-recurring gains and losses was -252.03 million yuan[6] Reasons for Expected Loss - The primary reason for the expected loss is the pressure from overcapacity and price declines in the photovoltaic business, with an estimated goodwill impairment of approximately 338.98 million yuan for the year[7] Investment Risks - The performance forecast data has not yet been audited by a registered accountant, and investors are advised to pay attention to investment risks[9]

Core Viewpoint - Fengfan Co., Ltd. (601700.SH) is expected to report a significant increase in net losses for the fiscal year 2025, with projections indicating a net profit attributable to shareholders of the parent company ranging from -380 million to -320 million yuan, representing a year-on-year decrease of 411.29 million to 471.29 million yuan, which translates to an increase in losses of 450.54% to 516.26% compared to the previous year [1] Financial Projections - The company anticipates a net profit attributable to shareholders, excluding non-recurring gains and losses, to be between -450 million and -380 million yuan for 2025, which is a reduction of 127.97 million to 197.97 million yuan year-on-year, indicating an increase in losses of 50.78% to 78.55% compared to the previous year [1]

Core Viewpoint - The company Fengfan Co., Ltd. expects a significant increase in net losses for the year 2025, projecting a net profit attributable to the parent company of between -380 million to -320 million yuan, which represents a decrease of 4.11 billion to 4.71 billion yuan compared to the previous year's profit of 91.29 million yuan, indicating a year-on-year loss increase of 450.54% to 516.26% [1] Financial Performance - The company anticipates a non-recurring net profit of between -450 million to -380 million yuan, which is a decrease of 128 million to 198 million yuan compared to the previous year's non-recurring net profit of -25.2 million yuan, reflecting a year-on-year loss increase of 50.78% to 78.55% [1] Business Challenges - The primary reasons for the anticipated poor performance are overcapacity in the photovoltaic business and declining prices, leading to an expected goodwill impairment of approximately 339 million yuan for the year [1]

Core Viewpoint - The A-share market for smart grid stocks has shown significant strength, with multiple companies experiencing substantial gains following the announcement of a major investment plan by the State Grid Corporation of China [1] Group 1: Market Performance - Smart grid stocks collectively surged, with notable gains including: - Shuangjie Electric up over 17% - Electric Power Research Institute up over 15% - Hongxiang Co., Huasu Technology up over 10% - Several other companies including Hanlan Co., Dalian Electric Porcelain, and others hitting the daily limit up [1] - The overall market sentiment is positive, driven by strong investment forecasts and demand in the sector [1] Group 2: Investment Outlook - The State Grid Corporation has projected a fixed asset investment of 4 trillion yuan during the 14th Five-Year Plan, a 40% increase compared to the previous plan, with an average annual investment of 800 billion yuan, indicating a compound annual growth rate (CAGR) approaching double digits [1] - Investment will focus on the construction of a new power system, aiming to enhance cross-regional and cross-provincial transmission capacity by over 30% compared to the end of the previous plan [1] Group 3: Export Growth - The North American market is experiencing a surge in demand for power equipment driven by aging infrastructure and increased electricity needs from AI data centers, leading to a significant rise in delivery times for transformers and high-voltage cables [1] - From January to November 2025, China's exports of transformers, high-voltage switches, and wires and cables are expected to grow by 35.3%, 29.4%, and 22.9% year-on-year, respectively, indicating a strong international market presence [1]

Group 1 - The stock of Changshu Windfan Electric Power Equipment Co., Ltd. reached a transaction volume of 1 billion CNY, marking the highest level since August 1, 2022 [2] - The latest stock price increased by 9.97%, with a turnover rate of 13.33% [2] - The previous trading day's total transaction volume for the stock was 947 million CNY [2] Group 2 - Changshu Windfan Electric Power Equipment Co., Ltd. was established on July 15, 1993, with a registered capital of 1.1422467 billion CNY [2]

Group 1 - The smart grid sector is experiencing significant activity, with five stocks hitting the daily limit up, including Electric Power Research Institute rising over 12% and several others reaching the limit up [1] - The current market focus is on the State Grid's unexpected investment scale and the rigid demand for grid upgrades driven by the explosion of AI computing power, alongside the anticipated application of new technologies such as flexible DC and low-frequency transmission [1][3] - The State Grid Corporation announced that fixed asset investment during the 14th Five-Year Plan period is expected to reach 4 trillion yuan, a 40% increase compared to the previous plan, which will continue to promote the construction of large transmission corridors [3] Group 2 - The demand for power transmission and transformation equipment, such as transformers, cables, and insulators, is expected to increase significantly due to the State Grid's increased investment and ongoing projects for upgrading distribution networks [4] - The upgrade of smart grids will drive the digital and intelligent transformation of grid operation and management, creating opportunities for companies focused on the development of automation systems [4] - The market for specialized chips for smart grid terminal devices, including power management and metering chips, is expected to expand steadily, benefiting companies with mature chip development technologies [4] - The trend of collaboration between smart grids and new energy storage systems is clear, leading to a continuous rise in demand for energy storage systems, which will benefit companies providing related products [4]

Core Viewpoint - The high-voltage power equipment sector is experiencing significant activity, with multiple stocks reaching their daily limit up due to increased investment and demand in the domestic power grid sector [1][2]. Group 1: Market Activity - Six stocks in the high-voltage equipment sector hit the daily limit up, including Electric Power Research Institute, Han Cable, Senyuan Electric, Dalian Electric Porcelain, Jicheng Electronics, and Fengfan [1]. - Electric Power Research Institute saw a rise of over 14%, while other companies like Han Cable and Senyuan Electric increased by over 10% [2]. Group 2: Industry Trends - The core logic behind the market speculation is the overall improvement in the high-voltage industry, driven by a significant expansion in domestic power grid investment and breakthroughs in domestic core technologies [2][3]. - The State Grid Corporation of China has projected fixed asset investments to reach 4 trillion yuan during the 14th Five-Year Plan, a 40% increase from the previous plan, focusing on building a smarter and greener power grid [3][4]. Group 3: Technological Advancements - Recent developments include the successful trial operation of a domestically developed series of AC filter protection and converter protection devices by XJ Electric, marking a significant technological breakthrough in the high-voltage sector [3]. - The global transformer market is facing a notable supply shortage, with North America experiencing a 30% gap, which presents growth opportunities for domestic companies in the export market [4]. Group 4: Investment Recommendations - Citic Securities recommends focusing on leading domestic power equipment companies closely related to the investment climate in the domestic power grid and major projects like high-voltage and flexible DC [4].