上海市石门一路 288 号 兴业太古汇香港兴业中心一座 26 层 邮编：200041 电话：（86-21）5298 5488 传真：（86-21）5298 5492 junhesh@junhe.com 君合律师事务所上海分所 关于晶科电力科技股份有限公司 2024 年年度股东大会的法律意见书 致：晶科电力科技股份有限公司 君合律师事务所上海分所（以下简称"本所"）接受晶科电力科技股份有限公司 （以下简称"公司"）的委托，就公司 2024 年年度股东大会（以下简称"本次股东 会"）召集、召开的有关事宜，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》、中国证券监督管理委员会颁布实施的《上市公 司股东会规则》（以下简称"《股东会规则》"）等中国现行法律、行政法规、规章和 规范性文件（以下统称"中国法律、法规"，为本法律意见书法律适用之目的，"中 国法律、法规"不包括中国香港特别行政区、中国澳门特别行政区及中国台湾省的法 律、法规）及现行有效的《晶科电力科技股份有限公司章程》（以下简称"《公司章 程》"）、《晶科电力科技股份有限公司股东大会议事规则》的有关规定，就本次股东 会有关事 ...

证券代码：601778 证券简称：晶科科技 公告编号：2025-055 晶科电力科技股份有限公司 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 8 日 审议结果：通过 (二)股东大会召开的地点：上海市闵行区申长路 1466 弄 1 号晶科中心 (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 | 946 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,220,567,085 | | 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（%） | 34.9109 | (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。 本次股东大会由公司董事会召集，董事长李仙德先生主持。会议采用现场投 票和网络投票相结合的表决方式进行表决。会议的召集、召 ...

Core Viewpoint - The trend of overseas mergers and acquisitions (M&A) by A-share listed companies is on the rise, driven by the need to expand global markets and restructure value amidst global economic adjustments and industry chain reconstruction [1] Group 1: Acquisition of Core Technologies - Acquiring core technologies is a primary goal for many listed companies engaging in overseas M&A, allowing them to enhance technical capabilities, product value, and industry influence [2] - Companies can quickly gain new technologies and enter new markets, exemplified by Lingyun Optical Technology's investment in PhotonicX AI to access next-generation optical communication technologies [2] Group 2: Expanding Overseas Markets - Overseas M&A serves as a crucial strategy for companies to overcome geographical limitations and reshape market presence, with 2,405 A-share companies reporting foreign revenues exceeding 10 million yuan in 2024 [3] - For instance, Jinko Power Technology's acquisition of a 50% stake in UAE's Sweihan Holding aims to enhance its brand influence in the Middle East and tap into renewable energy projects [3] Group 3: Resource Integration and Industry Ecosystem Reconstruction - Many companies view overseas M&A as a means to integrate key resources globally, forming complementary advantages and building a more efficient and competitive industry ecosystem [4] - This ecosystem reconstruction can lower production costs, improve operational efficiency, and enhance innovation capabilities, positioning companies favorably within global supply chains [4] - Supportive policies from the government, such as the recent financial measures to facilitate cross-border M&A, further stimulate the overseas M&A market for listed companies [4] - The shift from "scale chasing" to "value leading" in overseas M&A activities indicates a focus on high-quality acquisitions, with expectations for continued growth in this area [4]

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected stock price increase of over 20% relative to the benchmark index within six months [6][13]. Core Insights - The company is expected to see revenue growth of 9.3% year-on-year in 2024, reaching 4.78 billion yuan, while net profit is projected to decline by 15.4% to 320 million yuan due to various industry challenges [3][10]. - The company has been actively selling off power plants, with a total of 790 MW sold in 2024, and a further 440 MW in Q1 2025, indicating a strategic shift towards a lighter asset operation model [4]. - The company is expanding its comprehensive energy business, with significant growth in green electricity trading, which saw a year-on-year increase of over 300% [5]. Financial Performance - The company reported a net cash flow from operating activities of 1.2 billion yuan in Q1 2025, a significant improvement from a negative cash flow of 170 million yuan in the same period last year [3]. - Revenue projections for 2025-2027 are 5.49 billion yuan, 5.53 billion yuan, and 5.41 billion yuan respectively, with net profits expected to be 510 million yuan, 530 million yuan, and 570 million yuan [6][10]. - The company's asset-liability ratio is currently at 62.5%, with projections indicating a slight increase to 65.8% by 2025 [11].

Investment Rating - The report maintains a "Recommended" rating for the company [5] Core Views - The company achieved a revenue of 4.775 billion yuan in 2024, a year-on-year increase of 9.25%, while the net profit attributable to shareholders was 324 million yuan, a decrease of 15.39% [1][4] - The growth in revenue is primarily attributed to the increase in the installed capacity of self-owned power plants, leading to higher electricity generation and revenue [1] - The company has expanded its self-owned power plant capacity to 6.45 GW by the end of 2024, a year-on-year increase of 20% [2] - The company is accelerating its overseas project development, with over 2.4 GW of overseas project reserves by the end of 2024 [3] Summary by Sections Financial Performance - In 2024, the company reported total revenue of 4.775 billion yuan, with a net profit of 324 million yuan, reflecting a decline in profitability due to increased curtailment rates in the photovoltaic industry [1][4] - The company expects revenues of 6.446 billion yuan, 6.767 billion yuan, and 7.055 billion yuan for 2025, 2026, and 2027 respectively, with corresponding net profits of 459 million yuan, 572 million yuan, and 688 million yuan [4][10] Operational Highlights - The self-owned power plant generation reached 6.45 GW by the end of 2024, with a total generation of 6.714 billion kWh, a year-on-year increase of 27% [2] - The company has diversified its project development strategies, including flexible transformation of thermal power and bundled development of wind, fire, and solar energy [2] Future Outlook - The company is projected to see significant revenue growth in the coming years, with expected revenue growth rates of 35% in 2025 and 5% in 2026 [4][10] - The report highlights the potential for the company's energy storage business to ramp up, with a total of 298 MWh of independent energy storage capacity by the end of 2024 [3]

Investment Rating - The investment rating for the company is "Accumulate" [7] Core Views - The company reported a revenue of 4.775 billion yuan in 2024, an increase of 9.25% year-on-year, while the net profit attributable to shareholders decreased by 15.39% to 324 million yuan [1][2] - In Q1 2025, the company achieved a revenue of 1.112 billion yuan, a significant increase of 43% year-on-year, with a net loss of 35 million yuan, which is an improvement compared to the loss of 99 million yuan in the same period last year [3][4] - The company is focusing on a strategy that combines light and heavy asset operations along with diversified business layouts, aiming for sustainable and stable operations [4] Financial Performance Summary - The company’s revenue for 2024 is projected at 4.775 billion yuan, with a growth rate of 9.25%. The net profit attributable to shareholders is expected to be 324 million yuan, reflecting a decline of 15.39% [6] - For 2025, the estimated net profit is projected to be 547 million yuan, representing a year-on-year increase of 69% [5] - The company’s earnings per share (EPS) for 2024 is expected to be 0.09 yuan, with a price-to-earnings (P/E) ratio of 28.51 [6][13] Business Strategy and Developments - The company is increasing its self-owned power station capacity, which is expected to reach approximately 6448 MW by the end of 2024, marking a growth of about 20% [2] - The company is actively pursuing a "rolling development" model for light asset operations and has established long-term partnerships with major industry players such as Alibaba Cloud, Tencent, and JD.com [3][4] - The company has secured domestic ground power station development indicators totaling 3349 MW, including 2789 MW of solar and 560 MW of wind [4]

Investment Rating - The investment rating for the company is "Accumulate" [7] Core Views - The company is advancing a strategy that combines "light and heavy asset operations with diversified business layout" [4] - The increase in self-owned power station capacity has driven a 9.25% year-on-year revenue growth for 2024, despite a 15.39% decline in net profit due to increased curtailment rates in the photovoltaic industry and reduced investment income [2][5] - In Q1 2025, the company reported a 43% year-on-year revenue increase, with a net loss of 0.35 billion yuan, showing significant improvement compared to the previous year's loss [3] Financial Performance Summary - For 2024, the company achieved a revenue of 4.775 billion yuan, up 9.25% year-on-year, and a net profit of 324 million yuan, down 15.39% [6] - The forecasted net profits for 2025-2027 are 547 million, 583 million, and 606 million yuan respectively, with growth rates of 69%, 7%, and 4% [5] - The company's earnings per share (EPS) for 2024 is projected at 0.09 yuan, with a price-to-earnings (P/E) ratio of 28.51 [6][13] Business Strategy and Developments - The company is focusing on expanding its self-owned power station capacity, which is expected to reach approximately 6448 MW by the end of 2024, a 20% increase [2] - The company has established long-term partnerships with major industry players such as Alibaba Cloud, Tencent, JD.com, and SF Express [3] - The company is actively pursuing a "rolling development" model for light asset operations and diversifying its business layout [3][4]

Group 1 - JinkoSolar Technology (601778.SH) reported its Q1 2025 financial results on April 30, 2025, with a total of 9 institutional investors holding 1.39 billion shares, accounting for 38.91% of the total share capital [1] - The institutional investors include notable entities such as Jinko New Energy Group Co., Ltd. and China Bank Co., Ltd., among others [1] - Compared to the previous quarter, the institutional holding percentage decreased by 1.56 percentage points [1] Group 2 - In the public fund sector, one fund, the Photovoltaic ETF, increased its holdings by 0.19% compared to the previous period [2] - Conversely, the Southern CSI 1000 ETF saw a slight decrease in holdings, with one fund reporting a reduction [2] - A total of 68 public funds did not disclose their holdings this period, including several notable funds such as Tianhong CSI Photovoltaic A and Huaxia CSI 1000 ETF [2]

Core Viewpoint - Jinko Power Technology Co., Ltd. (晶科科技) continues to demonstrate robust growth, with significant improvements in revenue and net profit in Q1 2025, reflecting strong operational efficiency and cash flow generation [1][2]. Group 1: Financial Performance - In Q1 2025, the company achieved operating revenue of 1.112 billion yuan, a year-on-year increase of 43% [1]. - The net profit showed a substantial reduction in losses, indicating a significant improvement in performance [1]. - The net cash flow from operating activities reached 1.199 billion yuan, marking a strong recovery [1]. - As of the end of Q1, the company's cash and cash equivalents amounted to 6.515 billion yuan, an increase of nearly 1.5 billion yuan from the end of the previous year [1]. Group 2: Business Strategy and Operations - The company has established a unique productization path for its power stations, emphasizing a light asset operation strategy that promotes healthy asset turnover from development to sale [1]. - Jinko Power has diversified its business layout, enhancing its ability to withstand risks and adapt to industry cycles [1]. - A significant transaction was made with CITIC Financial Leasing Co., Ltd. for a 320MW household photovoltaic asset package, improving asset turnover efficiency [1]. Group 3: Project Development and Partnerships - The company launched a demonstration project in the integrated microgrid field in Q1, optimizing resources across power generation, grid, and load sides [2]. - Jinko Power has successfully operated multiple microgrid and large-scale integrated projects, with a distributed photovoltaic installed capacity of nearly 1.4GW [2]. - The company has established long-term partnerships with major industry players such as Alibaba Cloud, Tencent Cloud, JD.com, and SF Express [2]. Group 4: Future Outlook - The year 2024 is critical for achieving the goals set in the 14th Five-Year Plan, with a record increase in new energy installed capacity and accelerated power market reforms [2]. - The company is focused on deepening regional market development while controlling the pace of self-invested power stations, targeting economically strong areas with high consumption and electricity prices [3]. - Jinko Power aims to enhance its business model through a combination of light and heavy asset strategies, ensuring steady growth in core operational metrics [3].

Financial Performance - The company's operating revenue for Q1 2025 was CNY 1,112,184,199.98, representing a 43.00% increase compared to CNY 777,734,696.76 in the same period last year[4]. - The net loss attributable to shareholders was CNY -34,871,267.83, an improvement from a loss of CNY -98,644,070.26 in the previous year[4]. - The net cash flow from operating activities was CNY 1,199,135,572.55, a significant recovery from a negative cash flow of CNY -171,019,746.43 in the same period last year[4]. - The weighted average return on equity improved to -0.22%, up by 0.42 percentage points from -0.64% in the previous year[5]. - The basic and diluted earnings per share were both CNY -0.01, unchanged from the previous year[4]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 43,426,407,310.59, a 1.96% increase from CNY 42,593,036,827.78 at the end of the previous year[5]. - The company's total equity decreased slightly to RMB 15.95 billion from RMB 15.99 billion, a decline of about 0.3%[15]. - Total liabilities increased to RMB 27.48 billion from RMB 26.60 billion, marking a rise of approximately 3.3%[15]. - The inventory level decreased to RMB 3.75 billion from RMB 4.69 billion, a reduction of approximately 19.8%[14]. - The long-term borrowings increased to RMB 9.49 billion from RMB 8.67 billion, reflecting a growth of about 9.5%[15]. - The company's short-term borrowings rose to RMB 2.17 billion from RMB 1.84 billion, an increase of approximately 18.0%[14]. Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 123,905[10]. - Jinko Solar Group Co., Ltd. held 23.90% of the shares, amounting to 853,400,000 shares, with 511,255,347 shares pledged[10]. - The company held 74,741,287 shares in its repurchase account, accounting for 2.09% of the total share capital[11]. Cash Flow Activities - The net cash inflow from investment activities was $163.41 million, a decrease from $227.08 million year-over-year[21]. - The net cash outflow from investment activities was $444.53 million, compared to $827.69 million in the previous period[21]. - Cash inflow from financing activities totaled $1.99 billion, an increase from $1.83 billion year-over-year[21]. - The net cash outflow from financing activities was $1.32 billion, down from $1.50 billion in the previous period[21]. - The net cash flow from financing activities was $676.29 million, compared to $324.85 million in the previous period[21]. - The cash and cash equivalents at the end of the period amounted to $5.96 billion, up from $2.99 billion year-over-year[21]. - The company received $1.54 billion in cash from borrowings, an increase from $1.20 billion in the previous period[21]. - The cash received from other financing activities was $455.50 million, down from $632.10 million year-over-year[21]. - The cash paid for debt repayment was $450.11 million, a decrease from $893.24 million in the previous period[21]. - The impact of exchange rate changes on cash and cash equivalents was $1.50 million, compared to a negative impact of $657.19 thousand in the previous period[21]. Government Subsidies and User Data - The company received government subsidies related to new energy totaling CNY 4,447,789.60, which are expected to have a lasting impact on profitability[7]. - The company reported a significant increase in user data from its household rolling development business, contributing positively to revenue growth[8].