北京市嘉源律师事务所 关于深圳市科陆电子科技股份有限公司 2026 年第一次临时股东会 的法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI'AN·武汉 WUHAN·长沙 CHANGSHA 致：深圳市科陆电子科技股份有限公司 北京市嘉源律师事务所 关于深圳市科陆电子科技股份有限公司 2026 年第一次临时股东会 的法律意见书 一、本次股东会的召集与召开程序 嘉源(2026)-04-019 北京市嘉源律师事务所（以下简称"本所"）接受深圳市科陆电子科技股份 有限公司（以下简称"公司"）的委托，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》"） 等现行有效的法律、行政法规、部门规章、规范性文件（以下简称"法律法规"） 以及《深圳市科陆电子科技股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，指派本所律师对公司 2026 年第一次临时股东会（以下简称"本次 股东会"）进行见证，并依法出具本法律意见书 ...

Group 1 - Institutional investors have shown interest in 41 stocks this week, with 6 stocks receiving target prices [1] - Kelu Electronics received an "Outperform" rating from Guosen Securities, with a target price of 9.70 to 10.10 CNY, while the latest closing price was 8.13 CNY [1] - Lepu Medical was rated "Overweight" by Guojin Securities, with a target price of 21.00 CNY, and the latest closing price was 19.45 CNY [1] Group 2 - Mcland received a "Buy" rating from Everbright Securities, with a target price of 56.65 CNY, and the latest closing price was 53.24 CNY [1] - Other stocks such as China Merchants Bank, Weidao Nano, and Zhongtong Bus also received initial attention from institutions this week [1]

Core Insights - The energy storage Battery Management System (BMS) is a critical component for safety in energy storage systems, transitioning the industry from "passive protection" to "active safety" [1][3] - The market for new energy storage systems in China is expected to grow significantly, with the BMS market projected to reach 3.448 billion yuan in 2024 and 2.475 billion yuan in 2025, despite a decline in overall value due to price reductions [1][3] Industry Definition and Classification - Energy storage BMS is the core control component of energy storage systems, responsible for real-time data collection, state diagnosis, and safety protection [2] - BMS can be classified based on enterprise type, application field, and technology architecture [2] Current Industry Status - The global energy storage BMS market is expected to reach 6.252 billion yuan in 2024, with the Asia-Pacific region accounting for 62.01% of the market share [3] - In China, the BMS market is projected to grow from 275 million yuan in 2020 to 3.448 billion yuan in 2024, with a potential decline to 2.475 billion yuan in 2025 due to pricing pressures [3] Industry Value Chain - The energy storage BMS industry value chain includes upstream suppliers of key materials and components, midstream hardware production and software development, and downstream system integrators [4] SWOT Analysis - The energy storage BMS industry is supported by national policies aimed at promoting new energy storage, positioning it as a core component of the new power system [5] Competitive Landscape - The domestic energy storage BMS market features three main types of participants: self-developed BMS by battery companies, system integrators with self-development capabilities, and third-party specialized manufacturers [6][7] - Leading self-developed BMS companies include CATL, BYD, and Guoxuan High-Tech, which leverage their technology to enhance product competitiveness [6] - Comprehensive manufacturers like Sungrow and Haibo Innovation develop BMS products tailored to their systems [7] - Specialized third-party BMS manufacturers focus on technological differentiation and cost optimization [7] Development Trends - The energy storage market in China is expected to maintain rapid growth, driven by the dual carbon goals and the construction of new power systems [8] - The maturity and standardization of BMS technology are anticipated to improve, leading to further industry expansion [9] - Future trends indicate a shift towards integration, intelligence, openness, and scalability in the BMS industry [9]

证券代码：002121 证券简称：科陆电子 公告编号：2026003 深圳市科陆电子科技股份有限公司 董事会薪酬与考核委员会关于2024年股票期权激励计划 预留部分激励对象名单公示情况说明及核查意见 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。 深圳市科陆电子科技股份有限公司（以下简称"公司"）于 2025 年 12 月 29 日召开的第九届董事会第二十一次（临时）会议审议通过了《关于向 2024 年股 票期权激励计划激励对象授予预留部分股票期权的议案》，具体内容详见公司于 2025 年 12 月 30 日在巨潮资讯网上披露的相关公告。 根据《上市公司股权激励管理办法》（以下简称"《管理办法》"）、《深圳证 券交易所股票上市规则》、《深圳证券交易所上市公司自律监管指南第 1 号—业务 办理》等的相关规定，公司将 2024 年股票期权激励计划（以下简称"本次激励计 划"）预留部分激励对象的姓名和职务在公司内部进行了公示。公司董事会薪酬与 考核委员会结合公示情况对本次激励计划预留部分激励对象名单进行了核查，相 关公示情况及核查意见如下： 一、公示情况说明 二、董 ...

Core Viewpoint - The lawsuit between Kelu Electronics and China Nanhai Engineering Co., Ltd. involves a construction contract dispute, with Kelu Electronics required to pay approximately 169 million yuan after a court ruling [1][2]. Group 1: Lawsuit Details - The dispute dates back to March 2019 when the two parties signed a construction contract for the Smart Energy Industrial Park project, with actual construction starting on May 12, 2019 [2]. - The contract stipulated a duration of 914 days, with an expected completion date of November 11, 2021; however, the project was completed on April 26, 2023, resulting in a delay of 531 days [2]. - In October 2024, China Nanhai Engineering filed a lawsuit against Kelu Electronics, claiming payment of 237 million yuan for project costs and penalties due to Kelu's failure to complete settlement reviews and timely payments [2]. Group 2: Counterclaims and Financial Performance - In March 2025, Kelu Electronics filed a counterclaim for 174 million yuan, citing delays caused by Nanhai Engineering and claiming damages due to the inability to use the project on time [3]. - Kelu Electronics also pointed out quality issues and breaches of contract by Nanhai Engineering during the construction process, including unpaid utility fees and failure to complete necessary repairs [3]. - For the first three quarters of 2025, Kelu Electronics reported a revenue of 3.586 billion yuan, a year-on-year increase of 23.42%, and a net profit of 232 million yuan, reflecting a significant growth of 251.10% [3].

Core Viewpoint - The lawsuit between Kelu Electronics and China Nanhai Engineering Co., Ltd. has resulted in a judgment requiring Kelu Electronics to pay approximately 174 million yuan, with a net payment of about 169 million yuan after deducting utility fees owed to the defendant [1][3]. Group 1: Lawsuit Details - The dispute originated from a construction contract signed in March 2019 for the Smart Energy Industrial Park project, with additional agreements made in 2021 [2]. - China Nanhai Engineering Co., Ltd. filed a lawsuit in October 2024 due to Kelu Electronics' failure to complete the final settlement and pay due project funds [3]. - The judgment includes payments of 110 million yuan for project funds, 6.6174 million yuan for expedited construction fees, 8.2222 million yuan for discount fees, and 37.682 million yuan in interest for overdue payments [3]. Group 2: Financial Performance - Kelu Electronics reported a significant turnaround in 2025, with a revenue of 3.586 billion yuan, a year-on-year increase of 23.42%, and a net profit of 232 million yuan, up 251.10% [7]. - The company experienced a decline in non-recurring net profit in the third quarter of 2025, attributed to a high revenue recognition in the second quarter and a return to first-quarter gross margin levels [8]. - The stock price of Kelu Electronics increased by 77% throughout 2025, closing at 8.08 yuan per share on January 6, with a total market capitalization of approximately 13.419 billion yuan [8].

Group 1 - The lawsuit involves a construction contract dispute between China Nanhai Engineering Co., Ltd. and Shenzhen Kelu Electronics Technology Co., Ltd. [2] - The Shenzhen Guangming District People's Court has accepted the case and has issued a civil judgment regarding the dispute [3] - The judgment requires the company to pay a total of 110.14 million yuan in project payments and interest, along with additional fees totaling approximately 7.25 million yuan for various costs related to the project [3][4] Group 2 - The company has the obligation to pay the judgment amount within one month of the ruling, with specific amounts allocated for different claims made by China Nanhai Engineering Co., Ltd. [3][4] - The judgment also states that if the company fails to fulfill the payment obligations within the specified period, it will incur additional interest penalties [4] - The company will continue to monitor the case and fulfill its information disclosure obligations to investors [5]

证券代码：002121 证券简称：科陆电子 公告编号：2026002 深圳市科陆电子科技股份有限公司 关于诉讼事项进展的公告 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。 一、本次诉讼事项的基本情况 中国南海工程有限公司因与深圳市科陆电子科技股份有限公司（以下简称 "公司"）存在建设工程合同纠纷，向深圳市光明区人民法院提起了诉讼，具体 内容详见公司于 2024 年 10 月 26 日在《证券时报》、《中国证券报》、《上海证券 报》、《证券日报》和巨潮资讯网（www.cninfo.com.cn）上披露的《关于诉讼事项 的公告》（公告编号：2024062）。 1、公司应于本判决生效之日起一个月内支付中国南海工程有限公司工程款 11,014.01 万元及利息（以 11,014.01 万元为基数，从 2024 年 8 月 20 日起，按 2024 年 8 月的一年期 LPR 标准，计算至公司实际清偿之日止）； 2、公司应于本判决生效之日起一个月内支付中国南海工程有限公司工程桩 赶工费 661.74 万元； 3、公司应于本判决生效之日起一个月内支付中国南海工程有限公司 ...

Group 1 - The core viewpoint of the news is that 科陆电子 (Kelu Electronics) has shown a positive stock performance with a 4.42% increase year-to-date and a significant rise in revenue and net profit for the first nine months of 2025 [2][3] - As of January 6, the stock price increased by 2.03% to 8.04 CNY per share, with a total market capitalization of 13.353 billion CNY [1] - The company has a diverse revenue structure, with 49.83% from energy storage, 48.74% from smart grid, and smaller contributions from property and energy management services [2] Group 2 - The company has seen a net inflow of 572.08 million CNY in main funds, indicating strong investor interest [1] - As of September 30, 2025, the company reported a revenue of 3.586 billion CNY, a year-on-year increase of 23.42%, and a net profit of 232 million CNY, up 251.10% [2] - The number of shareholders increased by 7.23% to 75,000, while the average circulating shares per person decreased by 6.74% to 18,664 shares [2][3]

Group 1 - Company announced plans to sell the Guangming Smart Energy Industrial Park assets, with the transaction price yet to be disclosed [2][3] - The company acquired the land for the industrial park in 2017 for 413 million yuan and invested approximately 1.5 billion yuan in its construction [2][4] - Due to unsatisfactory leasing area and rental prices, the company has made an asset impairment provision exceeding 100 million yuan for the industrial park [2][5] Group 2 - The company signed a non-binding asset acquisition agreement with Shenzhen Guangming Science City Industrial Development Group, China Science and Technology Development Institute, and Midea Innovation Investment Co., Ltd. for a cash purchase of the industrial park assets [3] - The transaction is expected to improve the company's asset quality and optimize its asset structure, providing cash flow for operational needs [3] - The industrial park project has negatively impacted the company's cash flow and performance, leading to liquidity pressures [4][5]