上海市锦天城律师事务所 关于晶科能源股份有限公司 2025 年第一次临时股东大会的 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 年第一次临时股东大会的 法律意见书 致：晶科能源股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受晶科能源股份有限公司 （以下简称"公司"）委托，就公司召开 2025 年第一次临时股东大会（以下简 称"本次股东大会"）的有关事宜，根据《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》《上海证券交易所科创板股票上市规 则》（以下简称"《上市规则》"）等法律、法规和其他规范性文件以及《晶科 能源股份有限公司章程》（以下简称"《公司章程》"）的有关规定，出具本法 律意见书。 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 ...

本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： | 证券代码：688223 | 证券简称：晶科能源 | 公告编号：2025-058 | | --- | --- | --- | | 债券代码：118034 | 债券简称：晶能转债 | | 晶科能源股份有限公司 2025年第一次临时股东大会决议公告 本次会议是否有被否决议案：无 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 775 | | --- | --- | | 普通股股东人数 | 775 | | 2、出席会议的股东所持有的表决权数量 | 6,962,511,857 | | 普通股股东所持有表决权数量 | 6,962,511,857 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 69.7962 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 69.7962 | 注：截至本次股东大会股权登记日的总股本为 10 ...

Core Insights - The Zhongzheng Photovoltaic Industry Index (931151) has shown a strong increase of 1.69% as of September 25, 2025, with notable gains in constituent stocks such as TCL Zhonghuan (10.06%) and Jingsheng Mechanical Electrical (5.20%) [1] - The Photovoltaic ETF Fund (516180) has also risen by 1.86%, with a latest price of 0.77 yuan, reflecting a 0.27% increase over the past week [1] - The index comprises up to 50 representative listed companies involved in the photovoltaic industry chain, aiming to reflect the overall performance of these securities [1] Company Performance - The top ten weighted stocks in the Zhongzheng Photovoltaic Industry Index as of August 29, 2025, include Yangguang Electric (10.51%), Longi Green Energy (9.97%), and TCL Technology (9.42%), collectively accounting for 56.14% of the index [2] - The performance of individual stocks shows varied results, with TCL Zhonghuan leading with a 10.06% increase, while TBEA (−0.43%) and Zhengtai Electric (−0.46%) experienced declines [4]

Core Viewpoint - The resolution between Longi Green Energy and JinkoSolar marks the end of a prolonged patent dispute, reflecting the survival wisdom of the photovoltaic industry during a period of deep adjustment [1][4]. Group 1: Patent Dispute and Resolution - Longi Green Energy and JinkoSolar have reached a settlement agreement to end all ongoing patent disputes globally, including cross-licensing of core patents [1][3]. - The patent conflict escalated to 13 public cases across key markets such as Japan, Australia, and Europe, indicating a significant technological rivalry in the photovoltaic sector [2]. - Both companies possess substantial patent portfolios, with Longi holding 480 BC battery component patents and Jinko having over 5,500 patents, leading to a complex interdependence in their technologies [2][3]. Group 2: Financial Performance and R&D Investment - In the first half of 2025, JinkoSolar's revenue fell by 32.63% with a net loss of 2.909 billion yuan, while Longi Green Energy's revenue decreased by 14.83% with a net loss of 2.569 billion yuan [3]. - Both companies have invested heavily in R&D, with JinkoSolar and Longi Green Energy spending 6.899 billion yuan and 7.721 billion yuan respectively in 2023, totaling 14.620 billion yuan [3]. Group 3: Industry Implications and Future Collaboration - The settlement is seen as a shift from internal competition to collaborative synergy within the photovoltaic industry, with seven of the top ten global manufacturers involved in patent disputes [4][5]. - The agreement allows for a "technology alliance" that enhances global competitiveness and addresses the slow clearance of low-tech production capacity in the industry [4][5]. - The resolution encourages a transition from price competition to value competition, promoting innovation and reducing market homogenization [5][6]. Group 4: Strategic Response to Market Challenges - The collaboration between Longi and Jinko is a strategic response to global market uncertainties, as both companies now hold a significant number of patents, enabling them to set industry standards [5][6]. - The ongoing trade barriers and regulatory challenges in overseas markets necessitate a united front among leading companies to avoid giving competitors an advantage [5][6]. - Future discussions between Longi and Jinko may include deeper cooperation in overseas project development and supply chain collaboration, enhancing their risk resilience [5][6].

Core Viewpoint - JinkoSolar has shown a positive market performance with a 4.31% increase in stock price, reaching a market capitalization of 53.228 billion yuan [1] Company Overview - JinkoSolar, established on December 13, 2006, is based in Shanghai and specializes in the research, production, and sales of solar photovoltaic components, battery cells, and silicon wafers [6] - The company aims to provide high-quality solar products globally, focusing on clean energy solutions [6] - As of June 30, 2023, JinkoSolar reported a revenue of 31.831 billion yuan, a year-on-year decrease of 32.63%, and a net profit loss of 2.909 billion yuan, a significant decline of 342.38% [6] Product and Technology Development - The company has successfully mass-produced high-efficiency N-type TOPCon technology batteries and is actively developing new technologies and processes [2] - JinkoSolar has a strong technical reserve in the N-type TOPCon field, with clear paths for cost reduction and efficiency improvement [2] - The company has launched three energy storage product solutions, catering to residential, commercial, and grid-side applications [2] Market Activity and Financials - On September 24, 2023, JinkoSolar's trading volume was 773 million yuan with a turnover rate of 1.48% [1] - The main capital inflow for the day was 17.4138 million yuan, with the stock showing no significant trend in capital movement [3][4] - The average trading cost of the stock is 5.99 yuan, with the current price approaching a resistance level of 5.33 yuan [5] Shareholder and Institutional Holdings - As of June 30, 2023, JinkoSolar had 74,200 shareholders, with an average of 134,811 shares held per shareholder [6] - The second-largest shareholder is Hong Kong Central Clearing Limited, holding 438 million shares, an increase of 57.206 million shares from the previous period [8]

Core Insights - The photovoltaic industry is transitioning from a solitary approach to a collaborative model, emphasizing the integration of energy storage systems with solar power to meet overseas customer demands [1][3] - Companies are increasingly focusing on establishing complete supply chain systems abroad, which enhances stability in raw material supply and accelerates the release of synergistic effects from solar and storage integration [2][4] Group 1: Industry Trends - The shift from "single factory" operations to a comprehensive industry chain presence abroad is evident, with companies like JinkoSolar leading the way in establishing global manufacturing models [2] - The collaboration between Chinese photovoltaic companies and local suppliers is crucial for overcoming challenges related to raw material imports and local support [2][3] - The integration of energy storage with solar power is becoming essential, especially in markets with high solar penetration, as it addresses the intermittent nature of solar energy [3][4] Group 2: Company Strategies - Trina Solar has established a global engineering technology center, with energy storage systems having shipped nearly 12 GWh globally by mid-2023, including over 2 GWh in Europe [5] - JinkoSolar aims to increase its energy storage system shipments to 6 GWh this year, a fivefold increase from the previous year, with a significant portion coming from overseas markets [5] - Canadian Solar is leveraging its localized teams in various regions to provide immediate response services, enhancing the efficiency of green energy utilization and optimizing project returns [5] Group 3: Market Opportunities - The global renewable energy projects are projected to reach hundreds of gigawatts, with storage needs expected to enter the terawatt-hour level in the next decade, representing a vast new market [5] - The Middle East is viewed as a high-potential market for solar and storage, driven by abundant natural resources and strategic investments in green technologies [6] - The demand for energy storage is anticipated to grow significantly due to the surge in AI computing power and energy consumption, positioning storage as a new growth driver in the industry [7]

Group 1 - JinkoSolar's stock price increased by 2.16% on September 24, reaching 5.21 CNY per share, with a trading volume of 280 million CNY and a turnover rate of 0.55%, resulting in a total market capitalization of 52.127 billion CNY [1] - The company experienced a net inflow of 8.6198 million CNY from main funds, with large orders accounting for 32.80% of purchases and 29.73% of sales [1] - Year-to-date, JinkoSolar's stock price has decreased by 26.72%, with a 5-day drop of 5.10%, a 20-day drop of 5.96%, and a 60-day drop of 1.51% [1] Group 2 - As of June 30, JinkoSolar had 74,200 shareholders, an increase of 0.89%, while the average circulating shares per person decreased by 0.88% to 134,811 shares [2] - For the first half of 2025, JinkoSolar reported revenue of 31.831 billion CNY, a year-on-year decrease of 32.63%, and a net profit attributable to shareholders of -2.909 billion CNY, a decrease of 342.38% [2] Group 3 - JinkoSolar has distributed a total of 3.355 billion CNY in dividends since its A-share listing, with 3.125 billion CNY distributed over the past three years [3] - As of June 30, 2025, the second-largest circulating shareholder is Hong Kong Central Clearing Limited, holding 438 million shares, an increase of 57.206 million shares from the previous period [3] - The fourth-largest circulating shareholder is Huaxia SSE STAR 50 ETF, holding 220 million shares, a decrease of 5.7367 million shares from the previous period [3]

Group 1 - JinkoSolar's stock price decreased by 1.54% on September 23, with a trading volume of 584 million yuan [1] - The financing data for JinkoSolar on the same day showed a net financing buy of -1.08 million yuan, with a total financing balance of 988 million yuan, accounting for 1.93% of the circulating market value [1] - The company has a high financing balance, exceeding the 90th percentile level over the past year [1] Group 2 - As of June 30, JinkoSolar had 74,200 shareholders, an increase of 0.89%, while the average circulating shares per person decreased by 0.88% [2] - For the first half of 2025, JinkoSolar reported a revenue of 31.83 billion yuan, a year-on-year decrease of 32.63%, and a net profit attributable to shareholders of -2.91 billion yuan, a decrease of 342.38% [2] Group 3 - JinkoSolar 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] - As of June 30, 2025, the second-largest circulating shareholder is Hong Kong Central Clearing Limited, holding 438 million shares, an increase of 57.21 million shares from the previous period [3] - The fourth-largest circulating shareholder is Huaxia SSE STAR 50 ETF, holding 220 million shares, a decrease of 5.7367 million shares from the previous period [3]

Core Viewpoint - The recent settlement between leading photovoltaic companies Longi Green Energy and JinkoSolar regarding patent disputes marks a significant development in the solar industry, potentially reducing conflicts over technology dominance between TOPCon and BC cell technologies [1][3][7]. Group 1: Patent Dispute Resolution - Longi Green Energy and JinkoSolar have reached a settlement to end all ongoing patent litigation globally and have agreed on cross-licensing arrangements for their core patents [1][5]. - The resolution of the patent disputes may lead to a decrease in public arguments regarding which technology, TOPCon or BC, is superior [1][3]. - The settlement is seen as a potential technology alliance, which could help both companies navigate the current oversupply situation in the market [7][8]. Group 2: Technology Competition - The competition between TOPCon and BC technologies has intensified since 2023, with TOPCon capturing approximately 23% of the market share in 2023, up from less than 10% the previous year [3][4]. - Both companies have been involved in developing technologies outside their primary focus, with Longi having some TOPCon capacity and Jinko reportedly working on BC production lines [4][6]. - The ongoing technology and patent disputes reflect a broader market share competition rather than purely technical disagreements [6][8]. Group 3: Industry Implications - The resolution of the patent disputes is viewed as a landmark event for intellectual property protection in the photovoltaic industry, where many leading manufacturers have been embroiled in similar disputes [8][9]. - The complexity of patent litigation in the solar sector is attributed to high technical barriers and the involvement of multiple scientific disciplines, which complicates the litigation process [9][10]. - The Ministry of Industry and Information Technology has emphasized the importance of intellectual property in the solar manufacturing sector, aiming to curb vicious competition and promote industry transformation [9][10].

Core Insights - The photovoltaic industry is transitioning from a "single-player" approach to a collaborative model, emphasizing the importance of integrated supply chains for overseas expansion [3][4][5] - Companies like JinkoSolar and Trina Solar are actively establishing overseas supply chain systems to enhance stability and competitiveness in raw material supply [4][5] - The integration of energy storage with photovoltaic systems is becoming essential, as it addresses the intermittent nature of solar power and meets increasing market demands [6][7] Group 1: Industry Trends - The shift towards "full industry chain collaboration" is seen as crucial for the success of photovoltaic and energy storage companies in international markets [4][5] - JinkoSolar's new factory in Saudi Arabia represents a new global manufacturing model, focusing on joint ventures and local partnerships to secure supply chains [4] - The demand for energy storage solutions is rapidly increasing, with JinkoSolar setting a target of 6GWh for energy storage system shipments this year, a fivefold increase from last year [7] Group 2: Market Opportunities - The global renewable energy project pipeline is extensive, with planned projects reaching hundreds of gigawatts, indicating a significant future demand for energy storage solutions [7] - The Middle East is identified as a high-potential market for photovoltaic and energy storage, driven by abundant natural resources and capital [8] - Companies are leveraging local teams in various regions to provide immediate response services and enhance customer engagement [7][8] Group 3: Strategic Approaches - Companies are focusing on risk assessment and local financial partnerships to navigate challenges in overseas markets [9] - Trina Solar aims to balance scale and profitability while reinforcing its market share in Europe and Australia through continuous R&D [9] - The emphasis on collaborative strategies is seen as a core logic for Chinese companies expanding internationally, allowing for shared risk and resource optimization [5][9]