上海市锦天城律师事务所 关于晶科能源股份有限公司 2025 年第二次临时股东会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于晶科能源股份有限公司 2025 年第二次临时股东会的 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股东会所涉及的相关事项 进行了必要的核查和验证，核查了本所认为出具本法律意见书所需的相关文件、 资料。本所保证本法律意见书所认定的事实真实、准确、完整，所发表的结论性 意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并愿意承担相应 法律责任。 鉴此，本所律师根据上述法律、法规、规章及规范性文件的要求，按照律师 行业公认的业务标准、道德规范和勤勉尽责精神，现出具法律意见如下： 一、本次股东会召集人资格及召集、召开的程序 经核查，公司本次股东会由公司第二届董 ...

Market Overview - The majority of European and American stock markets closed lower on November 14, with the Dow Jones Industrial Average down 0.65% at 47147.48 points, the S&P 500 down 0.05% at 6734.11 points, and the Nasdaq up 0.13% at 22900.59 points [1][2] - For the week, the Dow Jones increased by 0.34%, the S&P 500 by 0.08%, while the Nasdaq decreased by 0.45% [1] Chinese Concept Stocks - The Nasdaq China Golden Dragon Index fell by 1.61%, while the Wind Chinese Concept Technology Leaders Index dropped by 2.28% [2] - Popular Chinese concept stocks mostly declined, with notable drops including Futu Holdings down over 7%, Gaotu Group down over 5%, and Xpeng Motors down over 5% [4] Oracle Corporation - Oracle's stock fell nearly 7% this week, reflecting growing concerns over AI themes and high valuations in tech stocks [5] - The company has committed to investing thousands of billions in chip purchases and data center construction to fulfill agreements with OpenAI, leading to a nearly 30% drop in stock price over the past month [5][6] - Barclays downgraded Oracle's debt rating to "underweight," warning that its credit rating could fall to BBB-, just above junk status, and highlighted the risk of exhausting cash reserves by November 2026 [6][7] Federal Reserve and Interest Rates - Market expectations for a rate cut by the Federal Reserve in December have decreased significantly, with the probability dropping from 67% to below 50% [8] - Kansas City Fed President Jeff Schmieding expressed concerns that further rate cuts could entrench high inflation rather than support the labor market [8] Commodity Prices - International gold prices fell over 2%, with COMEX gold futures down 2.62% to $4084.4 per ounce, while silver futures dropped 5.21% to $50.4 per ounce [9] - The decline in gold prices is attributed to reduced optimism regarding Fed rate cuts, as rising interest rates diminish the appeal of non-yielding assets like gold [9] - Crude oil prices saw an increase, with West Texas Intermediate rising 2.15% to $59.95 per barrel, influenced by geopolitical tensions [9]

Core Viewpoint - The photovoltaic (PV) industry is facing a prolonged period of overcapacity and demand slowdown, with significant price competition expected to continue, but without major fluctuations anticipated in the near term [1][3]. Group 1: Industry Dynamics - The current discussion around the consolidation of polysilicon production and funding is unprecedented, with slow progress and ongoing debates about regulation and capacity coordination [1][3]. - The PV industry is experiencing a unique situation of overcapacity combined with demand slowdown, leading to price pressures in the downstream market [3][4]. - Recent rumors regarding the failure of a proposed storage initiative in the PV sector were denied by industry associations and companies, reaffirming support for anti-involution policies [3][4]. Group 2: Market Trends - Bloomberg New Energy Finance predicts that global PV capacity will be sufficient to meet demand until 2035, with an expected supply of 1.5 million tons of polysilicon by 2025 [4]. - The global PV installation is projected to reach a record high of 694 GW this year, with China leading by adding 337 GW, resulting in a component demand exceeding 400 GW [4][5]. - The domestic installation demand has been relatively flat since June, attributed to ongoing policy developments and developers' cautious approach [5]. Group 3: Competitive Landscape - Leading PV manufacturers are diversifying into energy storage, with companies like Trina Solar and JinkoSolar shifting focus to this segment [4]. - Despite the growth in overseas markets, the overall scale remains small and may not compensate for the anticipated decline in the Chinese market starting in 2026 [5][8]. - The cost of PV manufacturing in China remains significantly lower than in other regions, with a production cost of approximately $0.08/W compared to $0.5/W in the U.S. [8].

Investment Rating - The report indicates a positive outlook for the photovoltaic sector, with signs of recovery in profitability and stable growth in the wind power sector [1][5]. Core Insights - The renewable energy sector reported a revenue of 11,722 billion yuan for Q1-3 2025, a year-on-year decrease of 1%, and a net profit of 242 billion yuan, down 19% year-on-year. In Q3 2025, revenue was 4,138 billion yuan, up 2% year-on-year, and net profit was 118 billion yuan, up 41% year-on-year [2][7]. - The photovoltaic segment experienced a significant reduction in losses, with Q3 2025 revenue at 2,315 billion yuan, down 8% year-on-year, but net profit surged to 28.4 billion yuan, a year-on-year increase of 1,495% [2][37]. - The wind power segment showed robust growth, with Q3 2025 revenue of 1,135 billion yuan, up 22% year-on-year, and net profit of 50 billion yuan, up 33% year-on-year [2][16]. Summary by Sections Revenue and Profitability - The renewable energy sector's revenue for Q1-3 2025 was 11,722 billion yuan, with a net profit of 242 billion yuan. Q3 2025 saw a revenue of 4,138 billion yuan and a net profit of 118 billion yuan, marking a significant recovery [2][15]. - The photovoltaic sector's revenue for Q1-3 2025 was 6,640 billion yuan, with a net loss of 43 billion yuan. In Q3 2025, revenue was 2,315 billion yuan, and net profit was 28.4 billion yuan, indicating a strong recovery [2][37]. Segment Performance - The photovoltaic segment's Q3 2025 performance showed a revenue decline of 8% year-on-year but a remarkable net profit increase of 1,495%. The wind power segment continued to grow, with a 22% revenue increase year-on-year [2][16][37]. - The report highlights that the profitability of the wind power segment is improving, with a notable increase in gross margins due to price adjustments and operational efficiencies [2][16]. Market Trends - The report notes a gradual recovery in demand for household energy storage, with significant growth expected in commercial and large-scale storage solutions. The anticipated installation capacity for 2025 is around 150 GWh, representing a year-on-year increase of over 40% [2][6]. - The photovoltaic industry is undergoing a restructuring process, with upstream profitability recovering as prices for silicon materials rise. This trend is expected to continue into 2026, leading to a reshaped industry ecosystem [2][6]. Recommendations - The report recommends focusing on high-growth areas such as inverters and mounting systems, as well as leading photovoltaic companies with cost advantages and strong distribution channels [2][6].

Core Viewpoint - The photovoltaic sector experienced a significant short-term rally, with notable stock price increases among key companies, indicating positive market sentiment and potential investment opportunities in the sector [1][2]. Group 1: Market Performance - On November 14, the photovoltaic sector saw a midday surge, with Longi Green Energy rising over 8%, and other companies like Zhongxin Bo and Shangneng Electric increasing by over 12% and 8% respectively [1]. - The Photovoltaic Selected Index recorded a rise of 3.28%, reaching 5396.57 points [2]. Group 2: Company Developments - Longi Green Energy plans to acquire approximately 61.9998% of the voting rights in Suzhou Jingkong Energy Technology Co., Ltd. through equity acquisition and capital increase, which will allow Longi to control Jingkong Energy, a company focused on lithium-ion battery storage systems [2][3]. - Longi Green Energy is the only company among the top four in photovoltaic module shipments that has not previously engaged in the energy storage business, highlighting a strategic shift in its business model [3].

Core Insights - JinkoSolar's stock increased by 1.82% on November 13, with a trading volume of 822 million yuan, indicating a positive market response [1] - The company experienced a net financing outflow of 414.95 million yuan on the same day, with a total financing and margin balance of 879 million yuan, which is high compared to historical levels [1] - JinkoSolar's revenue for the first nine months of 2025 was 47.986 billion yuan, a year-on-year decrease of 33.14%, and the net profit attributable to shareholders was -3.92 billion yuan, a significant decline of 422.67% [2] Financing and Margin Data - On November 13, JinkoSolar had a financing buy-in of 59.186 million yuan, with a current financing balance of 878 million yuan, representing 1.42% of its market capitalization [1] - The company’s margin trading showed a low short-selling balance of 1.8486 million yuan, indicating a low level of short interest compared to historical data [1] Shareholder and Dividend Information - As of September 30, 2025, JinkoSolar had 77,300 shareholders, an increase of 4.14% from the previous period, while the average number of circulating shares per shareholder decreased by 3.97% [2] - The company has distributed a total of 3.355 billion yuan in dividends since its A-share listing, with 3.125 billion yuan distributed over the past three years [3] - Major shareholders include Hong Kong Central Clearing Limited, which holds 306 million shares, a decrease of 132 million shares from the previous period [3]

Investment Rating - The investment rating for JinkoSolar is "Buy" and is maintained [7] Core Insights - JinkoSolar reported a revenue of 47.986 billion yuan for the first three quarters of 2025, a year-on-year decrease of 33.14% - The net profit attributable to the parent company was -3.92 billion yuan, with Q3 revenue at 16.155 billion yuan, down 34.11% year-on-year and 10.19% quarter-on-quarter - The net profit for Q3 was -1.012 billion yuan, showing a reduction in losses compared to the previous quarter [5][11] Financial Performance - In Q3 2025, the gross margin was 3.75%, indicating a quarter-on-quarter recovery - The operating cash flow for Q3 was 2.471 billion yuan, showing a significant improvement compared to the previous quarter - The company incurred asset impairment losses of 596 million yuan in Q3, primarily related to equipment [11][11] Future Outlook - By the end of 2025, it is expected that 40%-50% of the existing capacity will achieve a technology upgrade to mainstream module power of over 640W - In 2026, some mainstream modules are projected to reach power levels of 650-670W, with a potential premium of 0.5-1 cent/W compared to traditional products - The company aims to complete a 6GWh shipment target for energy storage in 2025, marking the initial layout of integrated solar and storage solutions [11][11]

Core Viewpoint - JinkoSolar's stock increased by 1.82% on November 13, with a trading volume of 8.22 billion yuan and a market capitalization of 61.732 billion yuan [1] Group 1: Company Operations - JinkoSolar has mass-produced high-efficiency N-type TOPCon batteries and is actively developing new technologies and processes, including IBC and calcium-titanate batteries [2] - The company has a strong technical reserve in the N-type TOPCon field, with clear paths for efficiency improvement and cost reduction, and plans to increase investment to maintain its leadership position in the "N-type era" [2] - JinkoSolar's main business includes the research, production, and sales of solar photovoltaic modules, battery cells, and silicon wafers, providing high-quality solar products globally [2] Group 2: Financial Performance - As of September 30, JinkoSolar reported a revenue of 47.986 billion yuan for the first nine months of 2025, a year-on-year decrease of 33.14%, and a net profit attributable to shareholders of -3.92 billion yuan, a decrease of 422.67% [6] - The company has distributed a total of 3.355 billion yuan in dividends since its A-share listing, with 3.125 billion yuan distributed in the last three years [7] Group 3: Market Activity - The main net inflow of funds today was -15.7419 million yuan, with a continuous reduction in main funds over the past three days [3][4] - The average trading cost of JinkoSolar's shares is 5.94 yuan, with the stock price approaching a resistance level of 6.20 yuan, indicating potential for a price correction if this level is not surpassed [5]

Core Insights - JinkoSolar's stock fell by 5.02% on November 12, with a trading volume of 1.264 billion yuan, indicating market volatility [1] - The company reported a significant decline in revenue and net profit for the first nine months of 2025, with revenue at 47.986 billion yuan, down 33.14% year-on-year, and a net loss of 3.92 billion yuan, a decrease of 422.67% [2] Financing and Margin Trading - On November 12, JinkoSolar had a net financing purchase of 3.8188 million yuan, with a total financing balance of 9.21 billion yuan, which is 1.52% of its market capitalization [1] - The financing balance is at a high level, exceeding the 90th percentile of the past year [1] - The company had a low short-selling balance of 2.0313 million yuan, indicating limited short interest [1] Shareholder and Dividend Information - As of September 30, 2025, JinkoSolar had 77,300 shareholders, an increase of 4.14%, while the average number of circulating shares per shareholder decreased by 3.97% to 129,456 shares [2] - The company has distributed a total of 3.355 billion yuan in dividends since its A-share listing, with 3.125 billion yuan distributed in the last three years [3] - Major shareholders include Hong Kong Central Clearing Limited, which reduced its holdings by 132 million shares, and various ETFs that also decreased their positions [3]

Core Viewpoint - JinkoSolar's stock price has shown fluctuations, with a recent increase of 2.15%, but a year-to-date decline of 12.94%, indicating potential volatility in the market [1][2]. Financial Performance - For the period from January to September 2025, JinkoSolar reported a revenue of 47.986 billion yuan, a year-on-year decrease of 33.14% [2]. - The company experienced a net profit loss of 3.92 billion yuan, representing a significant year-on-year decline of 422.67% [2]. Shareholder Information - As of September 30, 2025, the number of shareholders increased to 77,300, up by 4.14% from the previous period [2]. - The average number of circulating shares per shareholder decreased by 3.97% to 129,456 shares [2]. Dividend Distribution - Since its A-share listing, JinkoSolar has distributed a total of 3.355 billion yuan in dividends, with 3.125 billion yuan distributed over the past three years [3]. Institutional Holdings - As of September 30, 2025, Hong Kong Central Clearing Limited is the second-largest circulating shareholder, holding 306 million shares, a decrease of 132 million shares from the previous period [3]. - E Fund's SSE STAR 50 ETF and Huaxia's SSE STAR 50 Component ETF are also among the top shareholders, with both experiencing reductions in their holdings [3].