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 2024 年年度股东大会的 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 2024 年年度股东大会的 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 2024 年年度股东大会（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，遵循了勤勉尽责和诚实信用原则，对本 ...

Core Viewpoint - The photovoltaic industry is gradually transitioning from losses to breakeven and then to profitability, as indicated by the exit of some cross-industry photovoltaic companies from market competition [1] Company Performance - JinkoSolar reported a revenue of 92.47 billion yuan in 2024, a year-on-year decline of 22.08%, and a net profit of 9.893 million yuan, down 98.67% year-on-year [1] - In Q1 2025, JinkoSolar's revenue and net profit fell by 40.03% and 218.20% year-on-year, respectively, marking a significant decline in profitability [1] - Despite the overall losses in the photovoltaic sector, JinkoSolar was one of the few companies to remain profitable in 2024, but it began to incur losses in Q4 2024, amounting to 1.116 billion yuan [3] Financial Comparison - In Q1 2025, JinkoSolar's revenue was 13.84 billion yuan with a net loss of 1.39 billion yuan, while its peers, JA Solar, Trina Solar, and LONGi Green Energy, showed signs of reduced losses [2][3] - The total revenue for the four major photovoltaic companies in Q1 2025 was 52.5 billion yuan, with a combined net loss of 5.784 billion yuan, indicating a 42.15% reduction in losses compared to the previous quarter [2] Market Dynamics - JinkoSolar's declining performance is attributed to a significant drop in component delivery prices and a decrease in high-priced overseas orders, leading to a gross margin drop from 15.7% in Q3 to 3.6% in Q4 2024 [3] - The company has faced challenges due to low prices across the photovoltaic supply chain and changes in overseas trade policies, which have pressured profit levels [3] Production and Capacity - JinkoSolar has shipped over 320 GW of photovoltaic modules globally, with a focus on N-type TOPCon technology, achieving an average efficiency of over 26.6% [4] - In Q1 2025, JinkoSolar's total shipment volume was 19,130 MW, a 12.68% decrease year-on-year, with expectations to increase shipments to 20-25 GW in Q2 2025 [4] Financial Health - As of March 2025, JinkoSolar's debt-to-asset ratio was 72.72%, with interest-bearing liabilities totaling 34.877 billion yuan, indicating significant short-term repayment pressure [5] - The company's operating cash flow decreased by 68.3% year-on-year to 7.867 billion yuan in 2024, and turned negative in Q1 2025, highlighting operational funding challenges [6] Strategic Expansion - JinkoSolar has aggressively expanded its production capacity, with plans for a 560 billion yuan investment in a comprehensive production base, but faced delays and financial challenges due to market conditions [7][8] - The company has experienced setbacks, including a fire incident that resulted in a loss exceeding 646 million yuan in Q1 2024, and ongoing funding issues that have delayed project progress [8] Industry Outlook - The TOPCon technology remains the mainstream in the photovoltaic sector, but there are concerns about its potential obsolescence as new technologies emerge [10]

Group 1: Market Performance - Solar stocks generally rose, with Array up 7.64%, Canadian Solar ADR up 5.62%, Sunrun up 4.96%, First Solar up 4.32%, SolarEdge up 3.23%, and JinkoSolar ADR up 2.72% [1][2] - The S&P 500 index is currently down 0.45%, the Dow Jones is down 104 points (0.49%), while the Nasdaq is up 13 points (0.31%) [1] Group 2: Regulatory Environment - The U.S. believes that imports of solar products from Southeast Asia harm the domestic industry, laying the groundwork for tariffs on these imports [1]

Core Viewpoint - JinkoSolar reported a significant decline in financial performance for Q1 2025, reflecting broader challenges in the photovoltaic industry due to overcapacity, price wars, and policy disruptions [1][2]. Financial Performance - In Q1 2025, JinkoSolar achieved revenue of 13.843 billion yuan, a year-on-year decrease of 40.03%, and reported a net loss attributable to shareholders of 1.39 billion yuan, marking a 218.2% decline from profit [1][2]. - For the full year 2024, JinkoSolar's revenue was 92.471 billion yuan, down 22.08%, ending a five-year growth streak. The net profit attributable to shareholders was only 99 million yuan, a staggering 98.67% drop [2][3]. - The company faced a significant cash flow issue, with operating cash flow in 2024 decreasing by 68.30% to 7.867 billion yuan, and Q1 2025 turning negative at -2.620 billion yuan, a 323.43% decline [3]. Debt and Financial Risk - As of March 2025, JinkoSolar's debt-to-asset ratio reached 72.72%, an increase of 0.73% from the end of 2024, with interest-bearing debt totaling 34.877 billion yuan, reflecting a sharp rise [3]. - The company has a short-term repayment pressure with 3.213 billion yuan in short-term loans and 5.848 billion yuan in non-current liabilities due within one year [3]. Operational Challenges - JinkoSolar's aggressive expansion strategy has not translated into profitability, with a reported Q1 2025 module shipment of 17.5 GW, leading to a cumulative global shipment of over 320 GW, yet the company continues to incur losses [5]. - The gross margins for silicon wafers and battery cells were reported at -27.24% and -23.41%, indicating a state of loss-making sales [5]. Asset Impairment - The company recorded significant asset impairments, with provisions of 2.186 billion yuan in 2024 and an additional 485 million yuan in Q1 2025, primarily related to fixed assets and accounts receivable [6]. Industry Context - JinkoSolar's struggles reflect the broader transformation pains within the photovoltaic industry, as companies navigate through accelerated industry reshuffling and seek to establish overseas production capacity, technological upgrades, and energy storage business expansions [6].

证 券 研 究 报 告 晶科能源（688223）2024 年报及 2025 年一季报点评 推荐（维持） 组件出货量领跑行业，技术升级增强竞争优势 事项： 公司研究 评论： [主要财务指标 ReportFinancialIndex] | | 2024A | 2025E | 2026E | 2027E | | --- | --- | --- | --- | --- | | 营业总收入(百万) | 92,471 | 87,212 | 106,664 | 79,211 | | 同比增速(%) | -22.1% | -5.7% | 22.3% | -25.7% | | 归母净利润(百万) | 99 | 420 | 1,778 | 3,890 | | 同比增速(%) | -98.7% | 324.6% | 323.2% | 118.8% | | 每股盈利(元) | 0.01 | 0.04 | 0.18 | 0.39 | | 市盈率(倍) | 583 | 137 | 32 | 15 | | 市净率(倍) | 1.8 | 1.8 | 1.7 | 1.5 | 资料来源：公司公告，华创证券预测 注：股价为 2025 年 5 月 ...

Investment Rating - The report maintains a "Recommended" rating for the company, with a target price of 7.11 CNY based on a projected PE of 40x for 2026 [4][8]. Core Views - The company leads the industry in module shipments, with a cumulative global shipment of over 300GW by the end of 2024, and a projected shipment of 20-25GW in Q2 2025 [8]. - The company is experiencing pressure on profitability due to low-price orders and the ramp-up of new production capacity, which has affected gross margins [8]. - The company is focusing on technology upgrades, with significant advancements in battery efficiency and the introduction of innovative solar module technologies [8]. Financial Summary - Total revenue for 2024 is projected at 92,471 million CNY, a decrease of 22.1% year-on-year, with a net profit of 99 million CNY, down 98.7% year-on-year [4][8]. - The gross margin for 2024 is expected to be 7.34%, a decline of 6.7 percentage points compared to the previous year [8]. - The company anticipates a recovery in net profit, projecting 420 million CNY for 2025, with significant growth expected in subsequent years [4][8]. Market Position - The company has maintained its position as the global leader in solar module shipments, with a strong focus on expanding its energy storage business, targeting a shipment of 6GWh in 2025 [8]. - The company’s technological advancements include achieving an average efficiency of over 26.7% for battery production and introducing high-efficiency solar modules with power ratings exceeding 650W [8].

Core Viewpoint - JinkoSolar's 2024 Annual General Meeting will focus on maintaining shareholder rights and ensuring orderly proceedings, while addressing the company's operational performance and strategic initiatives in the photovoltaic industry. Group 1: Meeting Procedures and Regulations - The company has established guidelines for the 2024 Annual General Meeting to ensure the rights of shareholders and the orderly conduct of the meeting [2][3][4]. - Attendees must register and present necessary documentation, including securities account cards and identification, to participate in the meeting [3][4]. - Shareholders have the right to speak, consult, and vote, with specific procedures for registration and time limits for speaking [4][5]. Group 2: Company Performance and Industry Overview - In 2024, China's photovoltaic module exports reached 236 GW, a year-on-year increase of 13%, while the export value of photovoltaic products decreased by 34% to $32 billion [10][11]. - JinkoSolar achieved global module shipments of 92.87 GW, an increase of 18.28% year-on-year, maintaining its position as the industry leader for the sixth consecutive year [11][12]. - The company's revenue for 2024 was 92.47 billion yuan, a decrease of 22.08% compared to the previous year, with a net profit of 0.99 billion yuan, down 98.67% year-on-year [11][36]. Group 3: Technological Advancements and Strategic Initiatives - JinkoSolar continues to lead in N-type technology, with average efficiency exceeding 26.7% for mass-produced cells and 34.22% for laboratory TOPCon cells [11][12]. - The company has launched high-performance modules tailored for various market needs, including products with enhanced durability for extreme conditions [12][14]. - JinkoSolar's global sales strategy has resulted in nearly 57.8% of module shipments being overseas, contributing 68.6% to total sales [12][14]. Group 4: Financial Management and Risk Control - The company has implemented measures to enhance financial risk management and operational efficiency, including the sale of assets to optimize the asset structure [15][36]. - JinkoSolar's operating cash flow for 2024 was 7.87 billion yuan, with a decrease in the debt-to-asset ratio by 2 percentage points [15][36]. - The company is actively exploring diverse financing channels, including plans to issue Global Depositary Receipts (GDRs) and list on the Frankfurt Stock Exchange [15][36]. Group 5: Future Outlook and Strategic Plans - JinkoSolar aims to deepen its involvement in the energy storage sector, developing customized solutions for various applications [16][36]. - The company plans to enhance its manufacturing capabilities and global competitiveness through strategic investments, including a 10 GW production facility in Saudi Arabia [14][15]. - Future initiatives will focus on integrating solar and storage solutions to support the transition to sustainable energy [16][36].

晶科能源 2024 年年度股东大会 晶科能源股份有限公司 2024年年度股东大会会议资料 二〇二五年五月 | 2024 年年度股东大会参会须知 | | 2 | | --- | --- | --- | | 年年度股东大会会议议程 2024 | | 4 | | 议案一、关于 | 2024 | 年度董事会工作报告的议案 6 | | 议案二、关于 | 2024 | 年年度报告及摘要的议案 13 | | 议案三、关于制定《对外捐赠管理制度》的议案 | | 14 | | 议案四、关于董事、监事 | 2024 | 年度薪酬情况及 2025 年度薪酬方案的议案 15 | | 议案五、关于 | 2024 | 年度监事会工作报告的议案 17 | | 议案六、关于 | 2024 | 年度财务决算报告的议案 21 | | 议案七、关于 | 2024 | 年度拟不进行利润分配的议案 26 | 晶科能源 2024 年年度股东大会 晶科能源股份有限公司 2024 年年度股东大会参会须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证大会的顺 利进行，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 ...

Group 1 - The carbon neutrality ETF Taikang (560560) experienced fluctuations with mixed performance among its index constituents, led by Weiming Environmental Protection and followed by Yiwei Lithium Energy and Changjiang Electric Power [1] - As of May 13, the carbon neutrality ETF Taikang (560560) has seen a cumulative increase of 4.42% over the past week, reaching a new high of 67.5718 million yuan in size [1] - At the 2024 photovoltaic industry performance briefing held by the Shanghai Stock Exchange, executives from JinkoSolar, Canadian Solar, and Trina Solar addressed investor concerns regarding photovoltaic-related issues [1] Group 2 - The recent US-China talks have resulted in agreements that significantly benefit the electric new energy sector's export businesses to the US, particularly in areas previously affected by tariff policies [2] - JinkoSolar's management noted that the peak of distributed installation in China has passed, with market pricing becoming more rational, while long-term demand for photovoltaic energy remains strong [2] - According to Guotai Junan Securities, the domestic demand for photovoltaic installations in 2025 is expected to remain stable, with an estimated capacity of 280 GW, reflecting a slight year-on-year increase [2]

Core Viewpoint - The article discusses the impact of US-China tariff policies on the photovoltaic (PV) industry, the future development of the solar market, and the technological advancements in solar cells, highlighting the optimistic outlook for global solar installations by 2025 [1][6]. Group 1: Impact of US-China Tariff Policies - The easing of US-China tariff policies is expected to provide a more stable overseas trade environment for solar and energy storage products [3]. - Companies like JinkoSolar and Trina Solar have sufficient inventory to mitigate the impact of potential tariffs, with ongoing projects in regions like the Middle East enhancing their global supply capabilities [3][4]. - The solar equipment manufacturer, Aotai, is proactively expanding its manufacturing base in Malaysia to address future export requirements amid tariff uncertainties [5]. Group 2: Future Market Trends - JinkoSolar forecasts a 10% year-on-year growth in global solar installation demand by 2025, driven by emerging markets in the Middle East and Asia-Pacific [6]. - The solar industry is expected to transition from losses to breakeven and eventually profitability, as the supply-side reforms take effect and inefficient capacities are eliminated [6][7]. - Despite a current oversupply situation, companies are focusing on balancing shipment volumes with profit margins, prioritizing high-price market orders [7]. Group 3: Technological Developments - The industry is shifting towards TOPCon technology as the mainstream solar cell technology, with companies like JinkoSolar and Trina Solar leading in this area [8]. - The financing environment for solar companies remains stable, with banks willing to support leading firms in the industry, particularly those with strong technological advancements and market shares [9].