北京德恒律师事务所 关于中国能源建设股份有限公司 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 关于中国能源建设股份有限公司 2024 年年度股东大会的法律意见 北京德恒律师事务所 关于中国能源建设股份有限公司 2024 年年度股东大会的 法律意见 德恒 01G20230866-08 号 致：中国能源建设股份有限公司 中国能源建设股份有限公司（以下简称"公司"）2024 年年度股东大会（以 下"本次会议"）于 2025 年 6 月 24 日（星期二）召开。北京德恒律师事务所（以 下简称"德恒"）受公司委托，指派王华堃律师、康乃欣律师（以下简称"德恒 律师"）出席了本次会议。根据《中华人民共和国证券法》（以下简称"《证券 法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）、《上市公 司股东会规则》（以下简称"《股东会规则》"）等中华人民共和国境内（为出 具本法律意见之目的，本法律意见中提及的中华人民共和国境内，不包括中国香 港特别行政区、中国澳门特别行 ...

Group 1: Project Dynamics - As of June 23, 2025, there are 607 ongoing private placement projects, with 18 new projects added in the last two weeks, a decrease of 3 from the previous period[5] - The number of terminated projects decreased by 4 to 7, while the number of projects approved by the review committee fell by 8 to 2[5] - The average time from proposal to approval for non-simple procedures is approximately 528 days, an increase of 274 days from the previous period[16] Group 2: Fundraising Overview - Total fundraising in the last two weeks reached 287.21 billion yuan, a significant increase of 96602.56% driven by two projects exceeding 100 billion yuan[27] - The average benchmark discount rate for competitive bidding projects decreased by 8.83 percentage points to 11.17%[27] - The average market price discount rate for competitive bidding projects increased by 0.58 percentage points to 18.38%[27] Group 3: Unlocking Gains - Among the 6 competitive bidding projects that were unlocked, 4 had positive returns, with a positive return rate of 66.67%, down 33.33 percentage points from the previous period[40] - The average absolute return rate on the unlocking day for these projects was 7.02%, a decrease of 12.76 percentage points[40] - The average market price discount rate for these projects was 13.29%, down 3.69 percentage points from the previous period[41] Group 4: Pricing Project Performance - The two pricing projects unlocked had an average absolute return rate of -11.04%, a decline of 198.24 percentage points, with a success rate of 50%[47] - The average market price discount rate for these pricing projects was 7.39%, down 18.96 percentage points[49] - The average industry return during the "issue-unlock" period was -25.23%, a decrease of 55.25 percentage points[49] Group 5: Risk Factors - Risks include slower-than-expected review progress, fluctuations in secondary market stock prices, and changes in the competitive bidding market environment[51]

Core Viewpoint - Compressed air energy storage (CAES) is gaining significant attention as a promising new energy storage technology, with the world's largest single-unit CAES project, a 350 MW facility in Tai'an, Shandong, under construction by China Energy Construction Corporation (CEC) [1][3]. Group 1: Project Overview - The Tai'an CAES project, named "Energy Storage No. 1," is designed to store energy for 8 hours and generate power for 4 hours, with an annual output of 460 million kWh, sufficient to power over 200,000 households for a year [1][2]. - The project utilizes abandoned salt caverns as storage for compressed air, which is heated and expanded to generate electricity during peak demand periods, effectively enhancing grid stability and accommodating renewable energy sources [2][3]. Group 2: Technological Innovations - Unlike most existing CAES systems that require fossil fuels for heating during the power generation phase, the Tai'an project employs a non-combustion technology that eliminates pollution and heat loss, marking a significant advancement in the field [2][4]. - The project acts as a large-scale air purifier, filtering out dust and impurities from the air used in the energy conversion process [2]. Group 3: Strategic Importance - The Tai'an project is a key initiative in China's energy strategy, aimed at promoting green and low-carbon transitions, enhancing energy security, and optimizing energy structure [3][5]. - The successful implementation of this project is expected to activate over 90% of China's salt cavern resources, providing a model for the utilization of similar resources across the country [4][5]. Group 4: Future Prospects - CEC aims to leverage its technological innovations and integrated industry chain to position itself as a leader in the global CAES market, promoting the technology as a hallmark of China's green energy initiatives [5].

Core Viewpoint - The article highlights the advancements and significance of the compressed air energy storage project by China Energy Construction Group, emphasizing its potential to lead in the global energy storage market and contribute to sustainable development [1][3]. Group 1: Project Overview - The project is the world's largest single-unit compressed air energy storage project under construction, with an annual electricity generation capacity of 460 million kWh, sufficient to power over 200,000 households for a year [1]. - The project utilizes underground abandoned salt caverns as gas storage, with heat generated during the air compression process stored in thermal tanks for later use [3]. Group 2: Technological Advancements - China Energy Construction Group has achieved 100% localization of key equipment and made significant breakthroughs in system integration, key processes, and intelligent operation and maintenance [3]. - The project manager stated that the company has developed an advanced construction technology system for compressed air energy storage, positioning it as a leader both nationally and globally [3]. Group 3: Market Potential and Future Plans - The compressed air energy storage technology is expected to have a broad market outlook amid the global trend towards clean and low-carbon energy [4]. - Interest from international investors and energy authorities from countries like the USA, Netherlands, and South Africa has been expressed during the project's construction [5]. - The project aims to achieve its first grid connection and full-capacity power generation by 2025, significantly enhancing the reliability of the regional power supply and supporting the dual carbon goals [5].

Core Insights - The Shandong Tai'an project is a significant energy landmark in China, featuring a 350 MW compressed air energy storage (CAES) power station, which is the largest single-unit capacity CAES project under construction globally [1][2] - The project aims to achieve full-capacity power generation by the end of 2025, with an annual output of 4.6 billion kWh, sufficient to meet the electricity needs of over 200,000 households [1] - The innovative use of abandoned salt caverns for air storage not only utilizes idle resources but also avoids high maintenance costs associated with traditional salt cavern methods [1][2] Project Details - The CAES system operates by compressing air during low electricity demand and releasing it to generate power during peak demand, functioning like a large "battery" [1][2] - The project has completed key construction milestones since its groundbreaking on May 28, 2024, including building works, equipment installation, and drilling [1] - The project manager highlighted the dual function of the system, which also acts as a large air purifier by filtering dust and impurities from the air [1] Industry Context - The CAES project represents a shift in energy storage technology, moving from smaller-scale projects (previously maxing out at 60 MW) to larger capacities, with the Tai'an project being a key example [2] - The flexibility in site selection and shorter construction periods of CAES compared to pumped hydro storage make it an attractive option for energy storage [2] - China has abundant natural salt cavern resources, but traditional development methods have limited their utilization; innovative solutions like underground artificial caverns are being explored in regions with fewer natural resources [2] Future Prospects - The successful implementation of the Tai'an project and the "Energy Storage No. 1" project marks a significant breakthrough in the CAES field, with intentions to expand technology collaboration internationally [3] - The company aims to position CAES as a hallmark of China's green energy initiatives, focusing on technology-driven solutions and comprehensive industry chain offerings [3]

Core Insights - The project is the world's largest single-unit compressed air energy storage project under construction and the first commercial compressed air storage project by China Energy Construction Group [2][3] - It is expected to generate an annual electricity output of 460 million kilowatt-hours, equivalent to the annual electricity consumption of over 200,000 households [2] Group 1: Project Overview - The project utilizes surplus electricity during low demand periods to compress air into underground storage facilities, such as salt caverns and artificial chambers [2] - The heat generated during the air compression process is stored in thermal storage tanks on the surface, using mediums like hot water and molten salt [2] - During peak electricity demand, the stored high-pressure air and heat are released to drive a turbine generator, effectively balancing the electricity grid and enhancing its capacity to accommodate renewable energy sources like wind and solar [2] Group 2: Strategic Importance - The project has been selected as a new energy storage demonstration project in Shandong Province for 2023 and is included in the major project list for 2024 [3] - It is expected to connect to the grid and achieve full-capacity generation within the year, significantly improving the reliability of the regional power supply [3] - The project will contribute to the establishment of a new power system in Shandong Province and support the city's goal of creating a large-scale energy storage base, aiding in the achievement of carbon neutrality targets [3]

Core Viewpoint - China Energy Construction Overseas Investment Co., Ltd. (referred to as "Energy Construction Overseas Investment") has successfully integrated national strategies into its development plans and overseas investments, particularly in Central Asia, showcasing its commitment to the Belt and Road Initiative [2][3]. Group 1: Investment Projects - During the second China-Central Asia Summit, Energy Construction Overseas Investment signed several key agreements, including a 300 MW photovoltaic project and a 500 MW wind power project in Kazakhstan, as well as a memorandum for hydrogen energy research [2][5]. - The 1 GW photovoltaic project in Uzbekistan, with a total investment of $667 million, is the largest solar project by a Chinese enterprise in Central Asia and has been recognized as a "new energy benchmark project" [3][5]. - The company has also invested in energy storage projects in Uzbekistan, including the Oz and Lochi projects, with a total investment of approximately $280 million, enhancing the stability and safety of the local power system [4]. Group 2: Sustainable Development - Energy Construction Overseas Investment has completed overseas project investment decisions totaling over 50 billion RMB, with 80% concentrated in Belt and Road countries, emphasizing its role in supporting high-quality development [5]. - The company is committed to sustainable development, integrating "green" principles throughout the project lifecycle, and aims to build a "green silk road" in collaboration with various countries [5][6]. Group 3: Community Engagement - The company has created thousands of job opportunities through its green energy projects in Central Asia, significantly reducing fossil energy consumption [6]. - Energy Construction Overseas Investment has organized numerous community engagement activities, including educational initiatives and internships, which have received high recognition from local governments and communities [6]. Group 4: Future Outlook - The company plans to leverage the outcomes of the China-Central Asia Summit to enhance cultural integration, promote ESG sustainable development principles, and effectively communicate China's narrative [7].

Group 1 - The company China Energy Construction Group Guangdong Thermal Power Engineering Co., Ltd. was fined 50,000 yuan for safety violations at the construction site of the Jingneng Mengxi Linggai 1018MW renewable energy project [1] - The violations included the lack of hard cover plates and safety guardrails for eight excavation holes, as well as the absence of clear safety warning signs [1] - The company is a key enterprise of China Energy Construction Group, established in 1956, with assets exceeding 10 billion yuan and over 20 billion yuan in bank credit [1] Group 2 - The company holds various qualifications including special grade for power engineering construction, first-grade for construction in building, municipal, and mechanical and electrical engineering, as well as qualifications for environmental and nuclear engineering [2] - It is capable of undertaking projects in traditional energy (gas, coal, hydro, and transmission), nuclear power, renewable energy (offshore and onshore wind, solar, energy storage, hydrogen), and municipal infrastructure [2] - The company has completed over 300 large and medium-sized projects domestically and internationally, with a total installed capacity exceeding 130 million kilowatts, operating in various provinces in China and over 20 countries abroad [2]

Investment Rating - The industry rating is "Outperform the Market" (maintained rating) [4] Core Viewpoints - The western fixed asset investment (FAI) is experiencing high growth, with the issuance of special bonds accelerating, which will provide stronger support for infrastructure [1][21] - The GDP growth rate in the western region from 2019 to 2024 has reached a compound annual growth rate (CAGR) of 7%, with significant support from central financial policies and national strategic planning [28][32] - The issuance of special bonds in the central and western regions has significantly accelerated, with a notable increase in new special bonds in provinces like Sichuan and Shaanxi [21][32] Summary by Sections 1. High Prosperity of Western Fixed Asset Investment - The western region has maintained double-digit growth in FAI, with provinces like Inner Mongolia, Xinjiang, and Tibet showing strong performance [1] - The issuance of special bonds has increased significantly, with Sichuan's issuance up by 162% year-on-year [21] 2. Investment Opportunities in Key Regions - **Sichuan-Chongqing**: The transportation planning investment in Sichuan during the 14th Five-Year Plan is expected to increase by 16.5% compared to the previous plan, benefiting local construction companies [2][36] - **Tibet**: Active mining and robust infrastructure projects are expected to drive high regional investment demand, with significant projects like the construction of major copper mines [2][48] - **Xinjiang**: The coal chemical industry is thriving, with nearly 500 billion yuan invested in the past five years, and the region is expected to see continued infrastructure support [3][60] 3. Major Infrastructure Projects Boosting Regional Investment - The construction of the Pinglu Canal is expected to significantly enhance water transport infrastructure in Guangxi, with a total investment of approximately 727 billion yuan [3] - The Western Land-Sea New Corridor is projected to connect multiple provinces and enhance regional infrastructure growth, with completion expected by 2035 [3][60] 4. Investment Recommendations - Key stocks recommended include Sichuan Road and Bridge, China Chemical, and China Energy Engineering, all rated as "Buy" [9][47]

Core Viewpoint - China Energy Engineering Group (China Energy) has achieved significant project wins, with a total contract value of approximately 405.64 billion yuan in 2025, indicating strong market performance and growth potential [2][5]. Group 1: Project Wins - On June 16, China Energy announced it won the EPC contract for the Jiangyin Sulong 2×66 MW Phase IV expansion project, valued at approximately 50.0508 million yuan [3]. - The project involves the construction of two 660 MW ultra-supercritical coal-fired power units, with a total construction period of about 22 months [3]. - Since the beginning of 2025, China Energy has disclosed five major project wins, contributing to a total contract value of 405.64 billion yuan [5]. Group 2: Financial Performance - China Energy's total assets have grown significantly, from 4,761 billion yuan at the end of 2020 to 9,045.8 billion yuan by the end of Q1 2025 [5]. - The company has reported continuous growth in revenue and net profit for four consecutive years, with 2024 figures showing a revenue of 436.71 billion yuan and a net profit of 83.96 billion yuan, representing year-on-year increases of 7.56% and 5.13%, respectively [7][8]. - In Q1 2025, the company achieved new contract signings of 388.90 billion yuan, revenue of 100.37 billion yuan, and a net profit of 1.61 billion yuan, all marking historical highs for the same period [8]. Group 3: Innovation and R&D - China Energy has established a robust innovation framework, with over 14 post-doctoral research stations and 143 high-tech enterprises, leading to significant technological advancements [7]. - The company has consistently increased its R&D expenditure, surpassing 10 billion yuan annually since 2022, with 2025 Q1 R&D expenses growing by 31.80% to 2.13 billion yuan [7]. Group 4: Market Position and Expansion - China Energy has maintained a strong global presence, ranking among the top in various international engineering and construction lists, with operations in over 140 countries [6]. - The company has been proactive in expanding its market reach, evidenced by its recent project wins both domestically and internationally [4][5].