北京植德律师事务所 关于山东新能泰山发电股份有限公司 2025 年第三次临时股东会的 法律意见书 植德京（会）字[2025]0103号 二〇二五年七月 北京市东城区东直门南大街 1 号来福士中心办公楼 12 层 邮编：100007 12th Floor, Raffles City Beijing Offices Tower, No.1 Dongzhimen South Street,Dongcheng District, Beijing 100007 P.R.C. 电话（Tel）: 010-56500900 传真（Fax）: 010-56500999 www.meritsandtree.com 北京植德律师事务所 关于山东新能泰山发电股份有限公司 2025 年第三次临时股东会的法律意见书 植德京（会）字[2025]0103 号 致：山东新能泰山发电股份有限公司（贵公司） 北京植德律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席 并见证贵公司 2025 年第三次临时股东会（以下简称"本次会议"）并出具法律意见 书。 本所律师根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人 民共和国证 ...

证券代码：000720 证券简称：新能泰山 公告编号：2025-036 山东新能泰山发电股份有限公司 2025 年第三次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 1．现场会议召开时间为：2025年7月29日（星期二）14:00。 2．网络投票时间为：2025年7月29日。 通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年7月29日 9:15－9:25，9:30－11:30和13:00－15:00； 通过深圳证券交易所互联网投票系统投票的具体时间为：2025年7月29日 9:15－15:00的任意时间。 3．现场会议召开地点：公司会议室（江苏省南京市玄武区沧园路1号华能紫 金睿谷5号楼）。 4．召开方式：采用现场投票与网络投票相结合的方式。 特别提示： （一）本次股东会未出现否决议案的情形。 （二）本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 5．召集人：公司董事会。 6．主持人：董事长李晓先生。 本次股东会的召开符合有关法律、行政法规、部门规章、规范性文件和公司 章程的规定。 ...

Core Viewpoint - The power sector is experiencing significant performance improvements due to increased electricity demand driven by high temperatures and a decline in coal prices, leading to better profitability for thermal power companies [1][4][9]. Group 1: Electricity Sector Performance - Several electricity stocks have shown remarkable gains, with Huayin Power rising over 80% and Xinhong Port increasing by approximately 48% from July 1 to July 15 [3]. - Huayin Power expects a net profit of 180 to 220 million yuan for the first half of the year, a year-on-year increase of 3600.70% to 4423.07%, attributed to increased power generation and reduced fuel costs [4]. - The electricity sector is benefiting from rising electricity demand due to summer heat and industrial production, alongside emerging demands from AI computing and electric vehicle charging [4][9]. Group 2: Coal Market Dynamics - The domestic coal supply may tighten due to "anti-involution" policies, while high temperatures continue to drive electricity demand, supporting a rebound in coal prices [2][11]. - The average price of thermal coal has dropped significantly, with a cumulative decline of 146 yuan per ton for thermal coal and 290 yuan per ton for coking coal since the beginning of the year [10]. - The coal sector's profitability has been under pressure, with profits down over 50% year-on-year from January to May, but recent developments suggest a potential turnaround [10][11]. Group 3: Future Outlook - The electricity sector's fundamentals appear positive, with a projected revenue increase for nuclear and hydropower sectors, and the electricity index showing a price-to-earnings ratio of 18.14, indicating room for valuation recovery [5]. - The firepower sector remains a key beneficiary of rising electricity demand, with stable supply compared to renewable sources [7]. - The "anti-involution" policy may lead to an orderly exit of excess coal production capacity, potentially stabilizing coal prices and supporting the profitability of thermal power companies [11][13].

Group 1: Overall Performance of Central Enterprises - 79 central enterprise-controlled listed companies reported positive performance forecasts for the first half of the year, with 32 companies showing year-on-year net profit growth, 22 companies turning losses into profits, and 25 companies reducing losses [1] - 19 central enterprise-controlled listed companies expect a net profit increase of over 100%, with several companies achieving significant turnaround from losses [1] Group 2: Power Sector Performance - Huayin Power, a subsidiary of China Datang Group, is expected to lead the growth with a projected net profit of 180 million to 220 million yuan, representing a year-on-year increase of up to 44 times due to increased power generation and reduced fuel costs [2] - Major investments in the power grid and ultra-high voltage construction by State Grid and Southern Power Grid are expected to drive growth in related companies, with Guodian Nanzi and Baobian Electric forecasting net profit increases of 171.89% to 225.66% and 229.15%, respectively [2] Group 3: Electric Equipment and Cable Industry - Baobian Electric's profit increase is attributed to enhanced market development and increased project orders, while Baoshan Co. anticipates a net profit growth of 167.98% to 301.98% due to optimized sales policies and improved internal management [3] - New Energy Taishan is expected to turn losses into profits in the first half of the year, reflecting a positive trend in the electric cable sector [3] Group 4: Shipbuilding and Rare Earth Industries - The shipbuilding sector is experiencing significant growth, with companies like China Shipbuilding, China Power, and China Heavy Industry expecting net profit increases exceeding 200% due to effective management and increased delivery of civilian ships [5] - The rare earth industry is also thriving, with companies like China Rare Earth and Guangsheng Nonferrous Metals expected to turn losses into profits, driven by rising prices of rare earth products [4] Group 5: Turnaround Companies - 22 central enterprise-controlled listed companies are expected to turn losses into profits, with quality improvement and efficiency enhancement being key factors for their performance recovery [6] - Companies like Zhongnan Co. and Taiji Co. have reported successful turnarounds due to strengthened management and cost control measures [6][7] Group 6: Management and Efficiency Improvements - Many companies achieving year-on-year growth or reduced losses attribute their success to ongoing quality improvement and efficiency enhancement initiatives [7] - Companies are focusing on optimizing resource allocation, controlling costs, and improving operational efficiency as critical drivers of performance growth [7]

Investment Rating - The report suggests that domestic thermal power companies have low PE valuations and potential for higher dividends, with overseas leaders like Duke Energy having PEs around 20 [2][10]. Core Insights - The report highlights that thermal power asset acquisition/sale transactions have PB valuations significantly higher than the secondary market valuations for thermal power stocks, indicating that thermal power stocks are undervalued [1][11]. - It notes that since 2022, there have been multiple asset transactions, primarily in northern and central regions, with 7 acquisitions (4 by power companies and 3 by coal companies) and 4 sales (all by power companies) [2][10]. - The median PB valuation for thermal power assets in these transactions is 1.3, while the median PB for listed thermal power companies is 0.9, suggesting a disparity in valuation [11][12]. - The median PE valuation for thermal power assets exceeds 10, with a range of 7.2 to 31.8 for the relevant transactions, indicating that industry capital values thermal assets at a premium [12]. Summary by Sections Investment Advice - Domestic thermal power companies are viewed as having low PE valuations with room for dividend increases, while international leaders are valued around 20 times PE [2][10]. Asset Transactions - The report details 11 acquisition/sale cases, with 3 having negative book values but acquired at a premium, and the remaining 8 having PBs ranging from 1.0 to 2.6 [11][12]. - The report emphasizes that the thermal power sector is experiencing significant asset transactions, particularly in the northern and central regions of China [2][10]. Valuation Metrics - The report indicates that the median PB for thermal power assets is 1.3, compared to 0.9 for listed companies, highlighting the undervaluation of thermal power stocks [11][12]. - The median PE for thermal power assets is noted to be over 10, with a range of 7.2 to 31.8, suggesting that industry capital values thermal assets at a higher level than the secondary market [12].

[Shandong Xinneng Taishan Power Generation Co., Ltd. 2025 Semi-Annual Performance Forecast](index=1&type=section&id=Shandong%20Xinneng%20Taishan%20Power%20Generation%20Co.%2C%20Ltd.%202025%20Semi-Annual%20Performance%20Forecast) [I. Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company forecasts a return to profitability in H1 2025, with net profit attributable to shareholders significantly improving from the prior year's loss Key Financial Performance Indicators | Item | Current Reporting Period (Jan 1 - Jun 30, 2025) | Prior Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | **Profit: 4.5 million - 6 million yuan** | **Loss: 34.7348 million yuan** | | **Net Profit After Non-Recurring Items** | Profit: 0.2 million - 1.6 million yuan | Loss: 34.7230 million yuan | | **Basic Earnings Per Share** | Profit: 0.0036 - 0.0048 yuan/share | Loss: 0.0276 yuan/share | [II. Communication with Accounting Firm](index=1&type=section&id=II.%20Communication%20with%20Accounting%20Firm) The company explicitly states that this performance forecast has not been pre-audited by an accounting firm - This performance forecast has not been pre-audited by an accounting firm[3](index=3&type=chunk) [III. Explanation of Performance Change](index=1&type=section&id=III.%20Explanation%20of%20Performance%20Change) The company's return to profitability is primarily due to enhanced quality and efficiency initiatives, effective cost control, significant reduction in financial expenses, and increased gross profit from leasing and property services - The company's performance improvement is attributed to several quality and efficiency enhancement measures[4](index=4&type=chunk) - Effective control over selling and administrative expenses - Significant reduction in financial expenses - Increased gross profit from leasing and property management services [IV. Risk Warning and Other Relevant Information](index=1&type=section&id=IV.%20Risk%20Warning%20and%20Other%20Relevant%20Information) The company advises investors that this performance forecast is preliminary, with final data to be confirmed in the 2025 semi-annual report, and directs them to official disclosure channels, emphasizing investment risks - This performance forecast is a preliminary estimate by the company, with specific and accurate financial data to be fully disclosed in the company's 2025 semi-annual report[5](index=5&type=chunk)[6](index=6&type=chunk) - The company's designated information disclosure media are China Securities Journal, Securities Times, and Juchao Information Network[6](index=6&type=chunk)

Core Viewpoint - The power sector has experienced a significant rally, with multiple stocks, including YN Holdings, hitting the daily limit up, driven by extreme heat conditions across the country [1] Group 1: Stock Performance - YN Holdings has reached the daily limit up, indicating strong investor interest [1] - Other companies such as Jintou Energy, Huadian Liaoning, and Jin Control Power have seen their stock prices increase by over 5% [1] - Additional stocks like Jiuzhou Group, Shanghai Electric, and Gansu Energy have also shown upward movement [1] Group 2: Weather Impact - The Yangtze River basin has recently experienced a "post-mei" period, leading to widespread high temperatures [1] - The eastern region of China is experiencing temperatures 0.5-1.5°C higher than the historical average [1] - The number of high-temperature days in the Yangtze River basin is expected to increase by 10%-15% [1] Group 3: Power Demand - Local temperatures in Jiangsu and Zhejiang have reportedly exceeded 40°C [1] - The national peak electricity load surged to 14.65 billion kilowatts, marking a historical high and an increase of nearly 1.5 billion kilowatts year-on-year [1]

Group 1 - The company held its 16th meeting of the 10th Board of Directors on July 10, 2025, with all 10 directors present [1][2][3] - The meeting approved a proposal for the company and its subsidiaries to apply for factoring financing from Huaneng Yuncheng Factoring Company, with a financing amount of up to 23.2 million yuan against receivables not exceeding 29 million yuan [5][41] - The financing will have a cost not exceeding 4.5% and will be valid for one year from the date of approval by the shareholders' meeting [5][41] Group 2 - The board approved the election of Wang Tingting as a member of the Strategic and Investment Committee and the Audit Committee, following the resignation of independent director Wen Subin [8][10] - The board also approved amendments to the company's articles of association, which will eliminate the supervisory board and transfer its powers to the Audit Committee [11][12] - Multiple proposals for amending various internal rules and regulations were approved, including the rules for the board of directors and the independent director system [15][20][33] Group 3 - The company plans to hold its third extraordinary shareholders' meeting on July 29, 2025, to review the matters approved by the board [37][56] - The meeting will be conducted both in-person and via online voting, with specific time slots for each voting method [60][61] - Shareholders must register by July 23, 2025, to participate in the meeting [63]

Group 1 - The company approved a proposal to apply for factoring financing from Huaneng Yuncheng Factoring Company, with a maximum of 29 million yuan in receivables and a financing amount of 23.2 million yuan [1][2] - The financing will cover at least 80% of the company's actual funding needs, with a cost not exceeding 4.5%, and will be valid for one year from the date of shareholder meeting approval [1][2] - The proposal constitutes a related party transaction as both the company and Huaneng Yuncheng Factoring Company are controlled by the same actual controller [2] Group 2 - The company elected Wang Tingting as a member of the Strategic and Investment Committee and the Audit Committee following the resignation of independent director Wen Subin [3] - The board approved multiple amendments to the company's articles of association and various internal rules, including the abolition of the supervisory board [5][6][7] - The company plans to hold the third extraordinary general meeting of shareholders on July 29, 2025, to review the matters approved by the board [15]

Meeting Information - The third extraordinary general meeting of shareholders for 2025 will be held on July 29, 2025, with both on-site and online voting options available [1][2] - The meeting is convened by the company's board of directors and complies with relevant laws and regulations [1][2] - The record date for shareholders to attend the meeting is July 23, 2025 [2] Voting Procedures - Shareholders must choose either on-site or online voting, and duplicate voting is not allowed [2] - The meeting will discuss a proposal regarding the company's and its subsidiaries' application for financing from Huaneng Yuncheng Factoring Company, which is a related party transaction [2][3] - Related shareholders must abstain from voting on this proposal [2][3] Attendance Requirements - Legal representatives of corporate shareholders must provide valid identification and proof of their authority [4] - Individual shareholders must present valid identification or proof of identity [4] - Registration for attendance is required prior to the meeting, which can be done on-site or via mail/fax [4] Online Voting - Shareholders can participate in online voting through the Shenzhen Stock Exchange trading system and internet voting system [4][5] - Detailed procedures for online voting are provided in the attachments [5]