湖南启元律师事务所 关于三一重能股份有限公司 2025 年第三次临时股东大会的 法律意见书 2025 年 9 月 致：三一重能股份有限公司 湖南启元律师事务所（以下简称"本所"）接受三一重能股份有限公司（以下 简称"公司"）委托，指派律师出席公司 2025 年第三次临时股东大会（以下简称"本 次股东大会"）。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》（以下简称"《股东会规则》"）等中国现行法律、法规、规 章和规范性文件以及《三一重能股份有限公司章程》（以下简称"《公司章程》"） 的相关规定，就公司本次股东大会的召集、召开程序、出席会议的人员资格、召 集人资格、表决程序及表决结果等事宜出具本法律意见书。 为出具本法律意见书，本所律师出席了本次股东大会，并核查和验证了公司 提供的与本次股东大会有关的文件、资料，同时听取了公司就有关事实的陈述和 说明。 本所出具本法律意见书是基于公司向本所保证；公司已向本所提供了为出具 本法律意见书所必需的资料和信息，一切足以影响本法律意见书的事实和资料均 已向本所披露；公司向本所提供的所有资料和信息均真实、准确、完整，不存在 任何虚假记载、误导 ...

Market Overview - The wind power equipment sector experienced a decline of 0.49% on September 22, with Xin Qiang Lian leading the drop [1] - The Shanghai Composite Index closed at 3828.58, up 0.22%, while the Shenzhen Component Index closed at 13157.97, up 0.67% [1] Stock Performance - Notable gainers in the wind power equipment sector included Hengrun Co. (603985) with a closing price of 16.24, up 3.18%, and Changyou Technology (301557) at 78.05, up 2.59% [1] - Conversely, Xin Qiang Lian (300850) saw a significant decline of 3.12%, closing at 38.75 [2] Trading Volume and Capital Flow - The total trading volume for the wind power equipment sector indicated a net outflow of 306 million yuan from institutional investors, while retail investors saw a net inflow of 206 million yuan [2] - The trading data showed that major stocks like Daqian Heavy Industry (002487) and Hewei Electric (603063) had varying levels of net capital inflow and outflow [3] Individual Stock Analysis - Daqian Heavy Industry (002487) had a net inflow of 65.14 million yuan from major investors, while retail investors experienced a net outflow of 78.41 million yuan [3] - Hengrun Co. (603985) reported a net inflow of 9.48 million yuan from major investors, but a significant outflow of 35.53 million yuan from retail investors [3]

Investment Rating - The industry investment rating is "Positive" (maintained) [7] Core Viewpoints - The offshore wind sector is expected to reach its peak in Q3, driven by optimistic domestic and international market conditions. Global offshore wind auction capacity is projected to reach 56.3GW in 2024, with an additional 100GW expected in the next two years. In China, the acceleration of offshore wind project construction since Q2 is anticipated to lead to a short-term performance realization in Q3 [1][2] - The profitability of components is expected to be strong due to the trend of larger wind turbines and expansion into overseas markets. The domestic wind turbine market is experiencing a shift towards larger models, leading to a temporary shortage of large components and increased bargaining power, resulting in excess profits in the component sector [2] - The turbine manufacturers are focusing on profit recovery and international expansion. Many turbine companies are entering a profit recovery phase, with improved cost structures and increased market demand. The price of wind turbines is expected to rise further, driven by a focus on quality and lifecycle economics [3][4] Summary by Sections Offshore Wind Market - The global offshore wind auction capacity is projected to reach 56.3GW in 2024, with an additional 100GW expected in the next two years. European countries are accelerating offshore wind projects, with significant increases in the number of grid-connected projects starting from 2026 [1] - In China, the acceleration of offshore wind project construction since Q2 is expected to lead to a performance realization in Q3, supported by policies promoting the "marine economy" and the advancement of deep-sea demonstration projects [1] Components Sector - The trend towards larger wind turbines is creating a temporary shortage of large components, enhancing the bargaining power of component manufacturers and leading to excess profits [2] - Domestic leading companies in the component sector are actively expanding into overseas markets, with significant increases in overseas orders expected to contribute to performance growth [2] Turbine Manufacturers - Turbine manufacturers are focusing on profit recovery through improved cost structures and increased market demand. The price of wind turbines is expected to rise further, driven by a focus on quality and lifecycle economics [3] - In 2024, domestic wind turbine exports are projected to reach 5.19GW, with cumulative exports expected to reach 20.79GW by the end of 2024. Companies like Goldwind and Mingyang Smart Energy are achieving breakthroughs in overseas markets [4] Investment Recommendations - Recommended companies for investment include: - Offshore wind infrastructure and towers: Dajin Heavy Industry, Haili Wind Power, and Tiensun Wind Energy - Submarine cables: Dongfang Cable, Zhongtian Technology, and Hengtong Optic-Electric - Castings and forgings: Jinlei Co., Riyue Co., and Guangda Special Materials - Turbine manufacturers: Goldwind, Yunda Co., Mingyang Smart Energy, and Sany Heavy Energy [5]

Group 1 - Wind power equipment sector increased by 0.39% on September 19, with Sany Heavy Energy leading the gains [1] - Shanghai Composite Index closed at 3820.09, down 0.3%, while Shenzhen Component Index closed at 13070.86, down 0.04% [1] - Notable gainers in the wind power equipment sector included Sany Heavy Energy (+6.52%), Weili Transmission (+5.86%), and New Strong Link (+4.44%) [1] Group 2 - Major stocks in the wind power equipment sector experienced mixed performance, with some stocks like Tongyu Heavy Industry (-6.55%) and Hongde Co. (-3.67%) declining [2] - The sector saw a net outflow of 137 million yuan from main funds, while retail funds experienced a net outflow of 72.26 million yuan [2] - Notable net inflows from retail funds were observed in stocks like Tianjun Wind Energy and Jinfeng Technology, while significant outflows were seen in stocks like Sany Heavy Energy and New Strong Link [3]

Group 1 - A new renewable energy generation company, Tianjin Baodi Xiangze New Energy Power Generation Co., Ltd., has been established in Tianjin [1] - The legal representative of the new company is Zhou Long, and its business scope includes wind power generation technology services and power generation technology services [1] - The company is wholly owned by SANY Renewable Energy (688349) [1]

Group 1 - The wind power equipment sector remains active, with SANY Heavy Energy and Electric Wind Power rising over 10% [1] - Weili Transmission increased by over 8%, while Guoda Special Materials and Changyou Technology also saw gains [1]

中信证券股份有限公司 关于三一重能股份有限公司 2025 年半年度持续督导跟踪报告 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为三一重 能股份有限公司（以下简称"三一重能"或"公司"或"上市公司"）首次公开 发行股票并在科创板上市的保荐人，根据《证券发行上市保荐业务管理办法》《上 海证券交易所科创板股票上市规则》等相关规定，中信证券履行持续督导职责， 并出具 2025 年半年度（以下简称"本持续督导期间"或"报告期"）持续督导 跟踪报告。 一、持续督导工作概述 1、保荐人制定了持续督导工作制度，制定了相应的工作计划，明确了现场 检查的工作要求。 2、保荐人已与公司签订保荐协议，该协议已明确了双方在持续督导期间的 权利义务，并报上海证券交易所备案。 3、本持续督导期间，保荐人通过与公司的日常沟通、现场回访等方式开展 持续督导工作，并于 2025 年 7 月 1 日和 8 月 18 日对公司进行了现场检查。 4、本持续督导期间，保荐人根据相关法规和规范性文件的要求履行持续督 导职责，具体内容包括： （1）查阅公司章程、三会议事规则等公司治理制度、三会会议材料； （2）查阅公司财务管理、会计核算和内 ...

Core Viewpoint - The announcement details the share reduction plans of certain executives at SANY Renewable Energy, indicating their intent to sell portions of their holdings due to personal financial needs, while ensuring compliance with relevant regulations [4][11]. Group 1: Shareholding Information - As of the announcement date, Chairman Zhou Fugui holds 44,482,500 shares (3.6271% of total shares), General Manager Li Qiang holds 16,804,500 shares (1.3702%), and other executives hold smaller percentages [2]. - The shares held by these executives primarily originate from the company's 2020 stock option incentive plan [2][3]. Group 2: Reduction Plan Details - Zhou Fugui plans to reduce his holdings by up to 2,965,500 shares (0.2418% of total shares), while Li Qiang intends to reduce by up to 2,520,675 shares (0.2055%) [4]. - The reduction will occur through centralized bidding or block trading, starting 15 trading days after the announcement and lasting for three months [4]. - The reduction prices will be determined based on market conditions at the time of sale, with adjustments made for any corporate actions affecting share count [4]. Group 3: Compliance and Commitments - The executives have not sold any shares since the company's listing, indicating a commitment to their holdings [5]. - The share reduction plan aligns with previous commitments made under the 2020 stock option incentive plan, which includes restrictions on share transfers during their tenure and specific conditions post-termination [7][8].

Group 1 - The core transaction of SANY Energy occurred on September 17, with a volume of 100,000 shares and a transaction amount of 2.857 million yuan, at a price of 28.57 yuan, which represents a discount of 1.21% compared to the closing price of the day [2][3] - The closing price of SANY Energy on the same day was 28.92 yuan, reflecting an increase of 3.18%, with a turnover rate of 2.15% and a total transaction amount of 152 million yuan, while the net outflow of main funds was 1.0874 million yuan [2][3] - Over the past five days, the stock has accumulated a rise of 2.30%, with a total net outflow of funds amounting to 24.662 million yuan [2][3] Group 2 - The latest margin financing balance for SANY Energy is 94.8236 million yuan, which has increased by 4.9506 million yuan over the past five days, representing a growth rate of 5.51% [3] - SANY Energy Co., Ltd. was established on April 17, 2008, with a registered capital of 1.226404215 billion yuan [3]

Group 1 - On September 17, Junsheng Electronics disclosed an increase in shareholding, with Junsheng Group acquiring 700,000 A-shares during the period of unusual stock fluctuations [1][2] - A total of 29 A-share listed companies announced share reductions, including notable firms such as Shuanglu Pharmaceutical, Xinruida, and Boyun New Materials [1][2] Group 2 - Shuanglu Pharmaceutical's board secretary plans to reduce holdings by no more than 0.0365% of the company's shares [2] - Xinruida's shareholder Dai Yongjian intends to reduce holdings by no more than 0.13% [2] - Boyun New Materials' shareholder Gao Chuangtou plans to reduce holdings by no more than 1% [2] - Other companies with planned reductions include Guanggang Gas, Hanyi Co., and Weilan Lithium, with reductions ranging from 0.16% to 3.48% [2]