北京市金杜律师事务所上海分所 关于天合光能股份有限公司 "天 23 转债"2026 年第一次债券持有人会议之法律意见书 致：天合光能股份有限公司 北京市金杜律师事务所上海分所（以下简称本所）接受天合光能股份有限公 司（以下简称公司）委托，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》）等中华人民共和国境内（以下 简称中国境内，为本法律意见书之目的，不包括香港特别行政区、澳门特别行政 区和中国台湾省）现行有效的法律、行政法规、规章和规范性文件和《天合光能 股份有限公司向不特定对象发行可转换公司债券募集说明书》（以下简称《募集 说明书》）、《天合光能股份有限公司可转换公司债券持有人会议规则》（以下简称 《债券持有人会议规则》）的规定，指派律师对公司于 2026 年 2 月 9 日召开的 天合光能股份有限公司"天 23 转债"2026 年第一次债券持有人（以下简称本次 债券持有人会议）进行见证，并就本次债券持有人会议相关事项出具本法律意见 书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 6. 公司本次债券持有人会议其他会议文件。 1. ...

Core Viewpoint - The articles highlight the growing interest and investment in space photovoltaic technology among various companies in China, indicating a significant potential for growth in this sector by 2026 as commercialization accelerates. Group 1: Company Overview - Xizi Clean Energy (002534) is a leading clean energy equipment manufacturer in China, focusing on high-performance perovskite photovoltaic technology and aiming to become a core supplier of materials for space photovoltaics by 2026 [1][24]. - Shanghai Port Construction (605598) is a major infrastructure company that is expanding into space photovoltaic systems, leveraging its engineering capabilities to support commercial space projects [2][25]. - TuoRi New Energy (002218) has a long-standing presence in the photovoltaic industry and is optimizing its space photovoltaic products, expecting to increase market share by 2026 [3][26]. - Mingyang Smart Energy (601615) is acquiring technology to enhance its capabilities in space solar cell development, aiming to integrate its wind and solar energy expertise [4][28]. - Woge Optoelectronics (603773) specializes in flexible solar wing materials for satellites, with a focus on high-temperature resistant films, anticipating significant growth in the space photovoltaic sector [5][29]. Group 2: Growth Outlook - Companies are expected to benefit from the rapid commercialization of space photovoltaics, with projections indicating substantial growth opportunities by 2026 [1][2][3][4][5]. - The synergy between commercial aerospace and space photovoltaic industries is anticipated to drive rapid business growth for companies like Shanghai Port Construction and Mingyang Smart Energy [2][4]. - The demand for flexible solar wings and high-efficiency photovoltaic materials is expected to surge, positioning companies like Woge Optoelectronics and TuoRi New Energy as key players in the market [3][5]. Group 3: Technological Advancements - Companies are focusing on developing materials that can withstand extreme space conditions, such as high-performance perovskite and flexible solar films, which are crucial for the success of space photovoltaic applications [1][5][6]. - The integration of advanced technologies, such as N-type solar cells and high-efficiency components, is being prioritized by firms like Junda Co. (002865) and Sanan Optoelectronics (600703) to enhance their competitive edge in the space photovoltaic market [6][10][35]. - The ongoing research and development efforts in high-efficiency solar technologies are expected to yield breakthroughs that will facilitate the commercialization of space photovoltaic solutions by 2026 [3][4][5][6].

Group 1 - The Ministry of Industry and Information Technology has approved solid-state battery testing, with industrialization expected to occur soon, targeting an energy density of over 400Wh/kg by 2026-2027, focusing on electrolyte and negative electrode collector materials [1] - Solid-state batteries are anticipated to see a bidding catalyst in 2025, with high certainty in equipment and significant flexibility in materials, offering a unit value five times that of liquid batteries [1] - JinkoSolar may collaborate with SpaceX to resolve TOPCon patent issues within the equipment chain, with auxiliary materials and flexibility being maximized, and the semiconductor and copper paste business valued at 80 billion [1] Group 2 - As of February 9, 09:43, the Kexin New Energy ETF (588830.SH) rose by 3.97%, with its related index Kexin New Energy (000692.SH) increasing by 3.89%; major constituent stocks included JinkoSolar up 10.44%, Juhua Materials up 20.00%, Rongbai Technology up 9.61%, Trina Solar up 4.15%, and Aotewi up 3.06% [1] - Guosen Securities highlights the promising prospects of space photovoltaics in the new energy power equipment sector, with global tech giants continuously expanding AI capital expenditures, leading to "outperform" ratings for certain storage equipment sector stocks [1] - Great Wall Securities believes that solid-state battery technology is entering a golden development period, with a combination of cold isostatic pressing and warm isostatic pressing processes offering efficiency and cost advantages in large-scale production, driving technological innovation in the equipment sector [1]

2月9日，天合光能涨5.35%，截至发稿，报21.85元/股，成交5.81亿元，换手率1.16%，总市值511.85亿 元。 资料显示，天合光能股份有限公司位于江苏省常州市新北区天合光伏产业园天合路2号，成立日期1997 年12月26日，上市日期2020年6月10日，公司主营业务涉及光伏产品、光伏系统、智慧能源三大板块。 光伏产品包括单、多晶的硅基光伏组件的研发、生产和销售;光伏系统包括电站业务及系统产品业务;智 慧能源包括光伏发电及运维服务、智能微网及多能系统的开发和销售以及能源云平台运营等业务。主营 业务收入构成为：光伏产品64.66%，系统解决方案21.23%，其他(补充)5.54%，数字能源服务4.42%，储 能业务4.14%。 从基金十大重仓股角度 数据显示，易方达基金旗下1只基金重仓天合光能。易方达上证科创板新能源ETF（589960）四季度持 有股数90.79万股，占基金净值比例为6.05%，位居第三大重仓股。根据测算，今日浮盈赚取约100.78万 元。 易方达上证科创板新能源ETF（589960）成立日期2025年9月10日，最新规模2.49亿。今年以来收益 15.71%，同类排名66/557 ...

Core Viewpoint - The article discusses the emergence of a new era in satellite technology, emphasizing the urgent need for efficient power supply systems for satellites as China prepares to launch a significant number of satellites by the end of 2025 [6][9]. Group 1: Satellite Launch and Development - By the end of 2025, China plans to submit approximately 203,000 satellites to the ITU, covering 14 satellite constellations, with the Radio Innovation Institute applying for two constellations, each with 96,714 satellites, totaling nearly 193,000 satellites [7][8]. - Major operators and commercial satellite companies are also advancing medium-scale constellations, with China Mobile applying for 2,520 satellites, Yuxin Satellite for 1,296, and Guodian Gaoke for 1,132 [8][10]. - As of December 2025, the overall launch completion rate for major domestic constellations remains low, indicating they are in the early stages of network formation [13]. Group 2: Starlink Program and Launch Trends - The Starlink program exhibits a clear generational rhythm, with cumulative launches reaching approximately 11,034 satellites and applications totaling about 41,943 as of January 2026 [2][16]. - The annual launch volume has increased significantly, with projections for 2025 reaching around 3,200 satellites, reflecting a trend of accelerating deployment [15][20]. - Starlink's V1 to V3 satellites utilize crystalline silicon technology to prioritize supply chain scalability and system-level cost reduction, while V4 may adopt P-type silicon HJT or P-type silicon HJT-perovskite tandem structures [3][4]. Group 3: Photovoltaic Technology in Space - The current mainstream technology for space photovoltaic applications in China is multi-junction gallium arsenide (GaAs), although there is ongoing testing and validation of perovskite systems by various companies [4][26]. - The high unit price of GaAs photovoltaic cells is becoming a significant factor limiting system economics, prompting the industry to explore lower-cost alternatives such as silicon-based and perovskite technologies [21][34]. - The article highlights the unique requirements for photovoltaic cells in space, including radiation resistance, thermal stability, and long-term reliability under extreme conditions [22][25]. Group 4: Industry Outlook and Recommendations - The acceleration of satellite launches and the continuous validation of new photovoltaic technologies indicate a rising industry outlook and long-term growth potential for the space photovoltaic sector [5][6]. - The article recommends a "buy" rating for the space photovoltaic industry, citing key companies such as Maiwei Co., Aotewi, and others as relevant investment targets [5][6].

Investment Rating - The report maintains a "Positive" investment rating for the industry [3] Core Insights - The space photovoltaic industry is progressing, with significant capital expenditures from major CSP manufacturers exceeding expectations [1] - The demand for energy storage is driven by ongoing electricity shortages in the U.S., highlighting the cost-effectiveness of leading companies [14] - The report emphasizes the importance of new directions such as space photovoltaics, AIDC, and robotics, which are catalyzing investment opportunities [14] Summary by Sections Photovoltaics - The space photovoltaic sector is gaining traction, with SpaceX's application for 1 million satellites accepted by the FCC, indicating a robust future for space-based data centers [20] - The China Photovoltaic Industry Association released cost analysis, indicating that the average full cost of mainstream photovoltaic products is expected to stabilize, providing support for price recovery [21] - The report highlights the potential for significant growth in global photovoltaic installations, with annual additions projected between 725-870 GW during the 14th Five-Year Plan [22] Energy Storage - Sunshine Power announced plans to establish a production base in Poland, aiming for 20 GW of inverter capacity and 12.5 GWh of energy storage systems [39] - The report notes a 45% year-on-year increase in EU battery storage capacity, with large-scale storage systems becoming the main growth driver [39] - January saw a significant increase in independent storage projects, with a total of 12.3 GW/36 GWh of bids, despite a year-on-year decline due to procurement timing [40] Lithium Batteries - The demand for lithium batteries continues to strengthen, with all segments showing a willingness to maintain prices, indicating ongoing profitability improvements [14] - The report recommends focusing on battery segments, particularly companies like CATL and EVE Energy, which are expected to perform well in the medium term [14] Wind Power - The report emphasizes the start of a new wind power cycle during the 14th Five-Year Plan, with significant opportunities in commercial aerospace and offshore wind projects [14] - Companies involved in wind turbine manufacturing and components are highlighted as key investment opportunities [14] Power Equipment - The domestic power grid's investment plan is projected at 5 trillion yuan, with significant improvements in pricing and demand driven by electricity shortages in the U.S. [14] - The report suggests focusing on opportunities in AI for power management and virtual power plants [14] New Directions - The report highlights the importance of developments in humanoid robotics and AIDC technology, with specific companies recommended for investment based on their potential in these sectors [14]

Investment Rating - The report maintains a rating of "Increase" for the industry [4] Core Insights - Perovskite solar cells are entering the era of GW-level mass production, with leading companies like JinkoSolar and LONGi Green Energy accelerating capacity release [2][35] - The efficiency of perovskite cells is rapidly improving, with laboratory efficiencies reaching 27.3% for single-junction cells and 35.0% for perovskite-silicon tandem cells, significantly surpassing the maximum efficiency of silicon cells at 27.9% [15][19] - The cost competitiveness of perovskite cells is expected to improve, with unit production costs projected to drop to 1.0 RMB/W by 2026, potentially surpassing silicon cells [2][35] Summary by Sections Section 1: Perovskite as the Next Generation Photovoltaic Solution - Perovskite solar cells utilize a hybrid organic-inorganic metal halide semiconductor as the light-absorbing material, offering advantages such as high efficiency, low cost, and lightweight [8][11] Section 2: Efficiency and Stability Breakthroughs - The report highlights significant advancements in efficiency and stability, with perovskite cells achieving rapid efficiency improvements compared to silicon cells [15][18] - The industry is overcoming stability challenges through material modifications and process optimizations, with some products achieving IEC commercial standard certification [25][26] Section 3: GW-Level Production Era - The first GW-level production line for perovskite solar cells has been launched, marking the beginning of large-scale production [35] - By 2027, global production capacity is expected to exceed 5GW, with a complete supply chain being established [2][35] Section 4: Investment Recommendations - The report suggests focusing on leading companies in the perovskite supply chain, particularly those with clear capacity deployment and advancements in tandem technology, such as LONGi Green Energy and Trina Solar [3] - Equipment manufacturers with high domestic production rates and sufficient orders, like JinkoSolar and Mibet, are also recommended for investment [3]

Group 1 - The core viewpoint of the articles highlights the strong performance of the battery sector, driven by technological advancements and accelerated industry chain development, with significant gains in stock prices for key companies [1][2] - The CS battery index increased by 2.61%, with notable individual stock performances including Multi-Flor and Zhenyu Technology, which rose over 8% and 7% respectively [1] - The battery ETF managed by Jiashi (562880) saw a 2.44% increase, with a trading volume of 22.759 million yuan and a turnover rate of 2.18%, reflecting a 64.95% increase over the past year [1] Group 2 - Citic Securities indicates that the solid-state battery sector is supported by improvements in the fundamentals of related companies and accelerated industry development, suggesting strong sustainability and investment value [2] - The top ten weighted stocks in the Jiashi battery ETF include CATL, Sungrow Power, and EVE Energy, collectively accounting for over 50.68% of the fund [2] - The current management fee for the Jiashi battery ETF is 0.50% annually, with a custody fee of 0.10% annually [2]

Group 1 - The core viewpoint of the articles indicates that the photovoltaic industry is facing a slowdown in growth, with companies needing to adapt to high-quality development challenges and seek new breakthroughs [1][2] - The China Photovoltaic Industry Association forecasts that the new installed capacity of photovoltaic systems in China for 2026 will range from 180GW to 240GW, while the global installed capacity is expected to be between 500GW and 667GW [2] - The industry is currently undergoing a deep adjustment period, with significant supply-demand mismatches and operational challenges for companies [2][3] Group 2 - Recent stock performance shows that many leading photovoltaic stocks have seen gains, with GCL-Poly Energy rising over 7% and JinkoSolar increasing by over 4% [1] - The recent visit of SpaceX to several photovoltaic companies in China led to a temporary surge in related stock prices, although this momentum did not continue [2][3] - The outlook for 2026 suggests a potential recovery in profitability for the wind and photovoltaic sectors, driven by improved order prices and a focus on quality and cost control in the supply chain [3] Group 3 - The ETF Huatai Securities (516290) has shown positive performance, with a low management fee of 0.15%, making it an attractive option for investors in the photovoltaic sector [4][5] - The industry is expected to benefit from a fundamental recovery, supported by government initiatives to combat internal competition and the emergence of new technologies [5]

Market Overview - The three major indices opened lower, with the Shanghai Composite Index down 0.87% at 4040.30, the Shenzhen Component down 1.09% at 13801.03, and the ChiNext Index down 1.15% at 3222.88 [1] Industry Developments - The Ministry of Industry and Information Technology, along with eight other departments, issued the "Implementation Plan for High-Quality Development of Traditional Chinese Medicine Industry (2026-2030)", aiming to promote the approval of innovative Chinese medicine drugs and cultivate ten major traditional Chinese medicine products [2] - Eleven departments jointly released opinions to enhance the digital service convenience for inbound personnel, targeting significant improvements in internationalization and efficiency by 2027 [2] Company News - Infineon announced a price increase for certain products effective April 1, 2026 [3] - BASF raised TDI product prices by 11% in the Asia-Pacific region, excluding mainland China [4] - HP, Dell, Acer, and Asus are considering sourcing memory chips from chip manufacturers in mainland China for the first time [5] - Bitcoin experienced a significant drop, falling to around $62,000, losing over half its value from a four-month high due to increased market volatility [6] - Jinfu Technology announced plans to acquire 51% stakes in Zhuohui Metal and Lianyi Thermal Energy for 714 million yuan, while Guoxuan High-Tech plans to raise no more than 5 billion yuan through a private placement [11] - The actual controller of Beiliang Technology is under investigation by the Securities Regulatory Commission for alleged market manipulation [13] Commodity Market - COMEX gold futures fell by 3.08% to $4,798.1 per ounce, while COMEX silver futures dropped by 16.64% to $70.35 per ounce [12] - The initial margin for COMEX 100 gold futures was raised from 8% to 9%, and for COMEX 5000 silver futures from 15% to 18% [12] Financial Performance - Amazon reported fourth-quarter sales of $213.39 billion, a year-on-year increase of 13.6%, exceeding expectations of $211.49 billion, with a net profit of $21.19 billion, up 6% year-on-year [12]