审计报告 江苏天合储能有限公司 容诚审字[2025]200F2088 号 容诚会计师事务所(特殊普通合伙)上海分所 中国·上海 目 录 | 序号 | 内 容 | 页码 | | | --- | --- | --- | --- | | 1 | 审计报告 | 1 - | 4 | | 2 | 合并资产负债表 | 1 | | | 3 | 合并利润表 | 2 | | | 4 | 合并现金流量表 | 3 | | | 5 | 合并所有者权益变动表 | 4 | | | 6 | 母公司资产负债表 | 5 | | | 7 | 母公司利润表 | 6 | | | 8 | 母公司现金流量表 | 7 | | | 9 | 母公司所有者权益变动表 | 8 | | | 10 | 财务报表附注 | 9 - | 101 | 容诚会计师事务所（特殊普通合伙）上海分所 中国（上海）自由贸易试验区南泉北路 429 号 2201-2202 室(200120) TEL: 021- 6840 6125 FAX: 021- 6840 6125 审 计 报 告 容诚审字[2025]200F2088 号 江苏天合储能有限公司全体股东： 一、审计意见 我们审计了江苏天 ...

天合光能股份有限公司 2025 年第三次临时股东会会议材料 天合光能股份有限公司 2025 年第三次临时股东会参会须知 2025 年 6 月 天合光能股份有限公司 2025 年第三次临时股东会会议材料 天合光能股份有限公司 2025 年第三次临时股东会材料目录 | 2025 | 年第三次临时股东会参会须知 | 2 | | --- | --- | --- | | 2025 | 年第三次临时股东会会议议程 | 4 | | 2025 | 年第三次临时股东会会议议案 | 6 | | | 议案一、关于公司向控股子公司增资暨关联交易的议案 | 6 | 1 天合光能股份有限公司 2025 年第三次临时股东会会议材料 六、本次股东会采取现场投票和网络投票相结合的方式表决，结合现场投票和网络投 票的表决结果发布股东会决议公告。 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证会议的顺利 进行，根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》 以及《天合光能股份有限公司章程》《天合光能股份有限公司股东会议事规则》等相关规 定，特制定 2025 年第三次临时股东会参会须知。 一、为保证股东 ...

Group 1 - The core viewpoint of the article emphasizes that the polysilicon industry is moving towards a new development stage, focusing on capacity integration and differentiation [1][3] - The need for capacity control in the polysilicon sector is highlighted, with industry leaders discussing the importance of capacity consolidation to improve market conditions [1][3] - GCL-Poly Energy has proposed a clear plan for capacity acquisition, aiming to maintain silicon material prices at reasonable levels and ensure profitability across the entire supply chain [1][2] Group 2 - The green development route is a long-term goal for the photovoltaic industry, with Tongwei joining major global renewable energy organizations to demonstrate its commitment to global green governance [2] - GCL-Poly has introduced a green pricing initiative, advocating for better policies for products with lower carbon footprints, which aligns with international standards [2] - The carbon footprint of GCL-Poly's granular silicon products has been certified at 14.441 kg CO₂e/kg, showcasing its leadership in carbon reduction efforts [2] Group 3 - By the end of 2024, China's polysilicon capacity is projected to reach 2.8683 million tons, with an average annual investment price of approximately 50,000 yuan per ton [3] - The overall average price of polysilicon is currently around 34,000 yuan per ton, with about 500,000 tons of capacity either delayed or still in progress, leading to significant losses for companies [3] - The industry is witnessing a shift from chaotic competition to deep cooperation, aiming for resource optimization and sustainable long-term development [1][3]

Core Viewpoint - The Chinese photovoltaic industry is facing significant challenges, including overcapacity, price fluctuations, and losses, leading to a clearer path towards "production reduction to maintain prices" [1][2]. Group 1: Industry Challenges - The photovoltaic industry is experiencing a supply-demand imbalance, with many companies facing financial losses. In the first quarter, 18 out of 21 listed companies reported net profit losses, with major manufacturers like Tongwei Co., Ltd. losing 2.61 billion yuan [1]. - The industry is under pressure to reduce production, with a projected decrease in operating rates by 10%-15% in the third quarter [1][2]. - The price of polysilicon has been declining due to weak downstream demand and significant price drops in silicon wafer products, leading to a challenging market environment [3]. Group 2: Regulatory Measures - The China Photovoltaic Industry Association is implementing measures to combat below-cost sales and promote self-discipline within the industry, including setting minimum price standards and enhancing technical standards [2]. - A third-party audit group will conduct comprehensive audits to identify and address low-price sales practices among companies [1][2]. Group 3: Market Dynamics - Recent data indicates that prices for 183N silicon wafers have fallen to around 0.9 to 0.91 yuan, with some quotes dropping below 0.9 yuan [2]. - The average prices for 183N and 210N battery cells have also decreased to 0.24 yuan and 0.255 yuan per watt, respectively [2]. - The number of polysilicon producers remains at 11, all operating at reduced capacity, but the market anticipates an increase in production due to capacity replacement [3].

Core Viewpoint - The company plans to increase its stake in its subsidiary, Trina Storage, through a capital increase of 800 million yuan, enhancing its control from 57.17% to 64.31%, which is aimed at promoting the development of its energy storage business and improving overall competitiveness [10][34]. Group 1: Capital Increase Details - The capital increase will involve Trina Energy Investment, a wholly-owned subsidiary of the company, investing 800 million yuan into Trina Storage, which will result in an additional registered capital of 187.19 million yuan for Trina Storage [10][13]. - Other shareholders of Trina Storage have waived their preemptive rights for this capital increase [10][13]. - Following the completion of this capital increase, Trina Storage will remain a controlled subsidiary of the company, and this will not affect the company's consolidated financial statements [10][34]. Group 2: Financial Performance - Trina Storage is projected to have an annual revenue of 2.937 billion yuan and a net loss of 345 million yuan for the year 2024 [3]. - In the first quarter of 2025, Trina Storage achieved a revenue of 269 million yuan with a net loss of approximately 77.16 million yuan [3]. Group 3: Valuation and Assessment - The total equity value of Trina Storage was assessed at 4.025 billion yuan, with an increase of 2.4 billion yuan, resulting in a growth rate of 163.87% [6][26]. - The assessment utilized both market and income approaches, with the income approach deemed more reliable due to the quality and quantity of data used [7][26]. - As of the assessment date, Trina Storage's total assets were valued at 646.01 million yuan, with total liabilities of 476.91 million yuan, leading to an owner's equity of 169.10 million yuan [6][25]. Group 4: Transaction Necessity and Impact - The capital increase is expected to enhance the company's financial strength and promote the development of its energy storage business, thereby increasing Trina Storage's overall competitiveness [34]. - The transaction is not expected to adversely affect the company's financial condition, operating results, or ongoing profitability [34]. - The transaction will not negatively impact the company's independence, and the main business will not become dependent on related parties due to this transaction [34]. Group 5: Approval Process - The transaction has been approved by the company's board of directors and the supervisory board, with independent directors affirming its necessity and rationality for the company's operational development [35][36]. - The proposal will be submitted for approval at the shareholders' meeting, with related parties waiving their voting rights [36][37].

Core Insights - The SNEC photovoltaic exhibition showcased significant advancements in perovskite technology, with companies like Trina Solar presenting 800W+ perovskite tandem modules, indicating a shift towards innovative applications in the photovoltaic industry [1][5] - The industry is currently facing a homogenization of technology routes, with TOPCon technology becoming the dominant pathway, having fully replaced PERC since 2024, while HJT and BC technologies serve as supplementary options [2][3] - The over-concentration of production capacity in second-generation technologies like TOPCon, BC, and HJT has led to supply-demand imbalances, resulting in financial losses for many companies [3][4] Industry Trends - The photovoltaic industry is experiencing a shift towards perovskite technology, which offers higher theoretical efficiency (up to 43% when combined with traditional silicon) and lower production costs [4][5] - Trina Solar has achieved a world record with an 841W industrial standard perovskite tandem module, marking a significant step towards the commercialization of this technology [5][6] - The application boundaries of perovskite technology are expanding, moving from energy generation to energy services, with companies like BOE and Polysilicon Energy introducing innovative products for various sectors [7] Competitive Landscape - Major players in the photovoltaic sector are intensifying their focus on perovskite technology, with Trina Solar leading in patent holdings and aiming to establish a pilot production line for perovskite modules [5][6] - The competition is characterized by a race to enhance efficiency and reduce costs, as companies strive to differentiate themselves in a crowded market [3][4] - The emergence of perovskite technology is expected to disrupt traditional competition dynamics, paving the way for high-quality development in the industry [6]

Core Viewpoint - Trina Solar is enhancing its capital strength in the energy storage sector through a capital increase of 807 million yuan, reflecting its strategic intent to strengthen its energy storage business as a second growth engine following photovoltaic components [1][2]. Group 1: Capital Increase and Ownership - Trina Solar plans to invest a total of 807 million yuan in its subsidiary, Trina Energy Storage, with Trina Solar contributing 527 million yuan, increasing its ownership from 53.38% to 58.72% [1]. - This marks the third significant capital increase for Trina Energy Storage in two years, totaling 2.4 billion yuan, indicating a strong commitment to the energy storage sector [2]. Group 2: Market and Product Development - The energy storage segment is expected to achieve a shipment volume of 4.3 GWh in 2024, representing over 100% year-on-year growth, with significant expansion in overseas high-end markets [1]. - Trina Energy Storage has established three system integration centers in China, Europe, and North America, aiming for a shipment target of 8-10 GWh in 2025, maintaining over 100% growth [1][2]. Group 3: Technological Advancements - Trina Energy Storage is set to launch new products in 2024, including the Elementa series and Nexeos home energy storage solutions, showcasing advancements in technology and safety [2]. - The company has developed a "10,000-cycle" liquid-cooled energy storage system, which has gained recognition in the generation-side storage market due to its long cycle life and cost advantages [3]. Group 4: Strategic Integration - Trina Solar is focusing on building core competitiveness in energy storage by integrating technologies from battery cells to full system solutions, emphasizing the importance of energy storage for energy stability [4]. - The company is pursuing a comprehensive solution strategy that includes energy storage and photovoltaic integration, aiming to create a stable energy ecosystem through smart energy management [4].

Core Viewpoint - The photovoltaic industry is experiencing significant losses, with major companies like Longi, JA Solar, and Jinko facing drastic profit declines and negative cash flows, as component prices have fallen below production costs, leading to widespread financial distress [1][3][5]. Group 1: Industry Overview - The 2025 SNEC photovoltaic exhibition reflects a stark contrast to previous years, with a noticeable decline in attendance and empty exhibition spaces, indicating a downturn in the industry [2][3][5]. - Major industry leaders were absent from the event, highlighting the current struggles within the sector, as many companies are grappling with substantial losses and negative cash flows [5][6]. - The average gross margin in the photovoltaic industry has turned negative, with cash outflows exceeding 10 billion yuan, and over 50% of companies are reducing capital expenditures and workforce to mitigate losses [10][11]. Group 2: Financial Performance - In Q1 2025, several key companies reported significant revenue declines and losses, with TCL Zhonghuan facing a nearly 10 billion yuan loss, while Longi, JA Solar, and Jinko also reported steep profit drops [6][10]. - The average revenue for 18 photovoltaic companies showed a mixed performance, with some companies like Sunshine Power and Jiejia Weichuang reporting growth, while others like Tongwei and Jinko faced severe losses [6]. Group 3: Industry Challenges and Strategies - The industry is facing a "cold winter," with prices for components, silicon materials, and battery cells all declining, leading to a competitive environment characterized by price wars and reduced demand [10][11]. - Industry leaders are recognizing the need for self-reliance and have proposed strategies such as limiting production, prices, and investments to stabilize the market [13][14]. - There is a call for higher technical and environmental standards to phase out outdated capacities and promote industry consolidation rather than bankruptcy [15][16]. Group 4: Future Outlook - The current financial strain and cash flow issues have led to discussions about redirecting funds towards more effective investments, such as technology breakthroughs and integrated solutions for green electricity [20][21]. - The 2025 SNEC is seen as a turning point for the industry, marking the end of an old cycle and potentially signaling the beginning of a new one, where companies must focus on internal capabilities rather than external appearances [22][23][24].

Core Viewpoint - The article discusses the emerging importance of virtual power plants and electricity trading in the renewable energy sector, particularly in light of recent policy changes that encourage market participation for solar power plants [2][7][15]. Industry Trends - At the SNEC exhibition, virtual power plants and electricity trading were highlighted as key products by various companies, indicating a shift in focus from traditional solar components and storage solutions [2][4]. - The "136 Document" mandates that solar power plants will fully enter the market by May 31, 2025, transitioning from fixed pricing to market-based pricing, which raises concerns among solar plant owners about profitability [2][3][7]. Market Dynamics - Solar power plant developers are anxious about the implications of entering the spot market, with concerns about potential losses and the viability of their investments [3][11]. - The average price for solar power in Xinjiang has decreased by 0.56% year-on-year, highlighting the volatility in pricing as the market shifts [3]. Business Opportunities - Companies are beginning to offer virtual power plant and electricity trading services, with larger developers likely to manage these services in-house while smaller developers may seek external solutions [4][12]. - The market for these services is seen as a "blue ocean" opportunity, with significant potential for growth as the industry adapts to new regulations [4][6]. Policy Impact - Recent policies have opened up the possibility for electricity trading, with various provinces implementing regulations that require a portion of renewable energy to enter the market [7][8]. - The establishment of electricity spot markets across provinces, such as the recent launch in Hubei, is expected to increase price volatility and trading opportunities [8][9]. Financial Implications - The potential revenue difference for a 1GW solar power plant could reach 2 billion yuan based on market price fluctuations, emphasizing the financial stakes involved in electricity trading [8]. - Companies like Tongwei have already engaged in significant trading volumes, indicating a proactive approach to capitalize on these new market dynamics [13]. Technological Considerations - The success of virtual power plants and electricity trading services hinges on advanced algorithms and data analytics capabilities, which are critical for optimizing trading strategies [16][17]. - Companies must also ensure that their systems are capable of real-time monitoring and control of solar power generation to effectively participate in the market [17].

Core Insights - The SNEC exhibition highlighted a shift in focus from photovoltaic components and energy storage to virtual power plants and electricity trading, indicating a significant trend in the renewable energy sector [2][3] - The implementation of the "Document No. 136" is expected to transform the revenue model for photovoltaic power stations from fixed pricing to market-based pricing, enhancing the profitability of virtual power plants and electricity trading services [2][4] Industry Trends - Virtual power plants and electricity trading have become key offerings at the SNEC exhibition, with major companies like Envision Energy and Trina Solar promoting these services [2][3] - The market for electricity trading services is viewed as a "blue ocean" opportunity, despite the current lack of comprehensive supporting regulations following the "Document No. 136" [4] Market Dynamics - Developers of photovoltaic power stations are expressing anxiety about transitioning to the electricity market, with concerns about profitability and market conditions [3] - The average price for photovoltaic electricity in Xinjiang has decreased by 0.56% year-on-year, raising concerns about potential losses for power station operators [3] Policy Impact - The "Document No. 136" mandates that renewable energy sources must fully enter the market by May 31, 2025, which is expected to increase competition and market dynamics [7] - Various provinces are implementing regulations that require a portion of electricity to enter the market, with some regions mandating up to 20% of electricity to be traded [7][8] Financial Opportunities - The potential market for electricity trading is substantial, with estimates suggesting that if all renewable energy installations enter the market, the annual tradable electricity could reach approximately 4 trillion kWh, creating a market space of around 600 billion yuan [8] - Companies are increasingly interested in virtual power plants as a means to enhance the asset yield of their photovoltaic projects, with some reporting significant increases in revenue through these services [12][13] Technological Advancements - The development of virtual power plants requires significant technological capabilities, including the ability to aggregate and control diverse photovoltaic installations [14][15] - Companies are focusing on improving their algorithms and data capabilities to enhance their competitiveness in electricity trading [13][14]