中国北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮政编码 100025 电话: (86-10) 5809-1000 传真: (86-10) 5809-1100 北京市竞天公诚律师事务所 关于金风科技股份有限公司 2024 年年度股东会及 2025 年第二次 A 股类别股东会议、2025 年第二次 H 股类别股东会议 之 法律意见书 致：金风科技股份有限公司 北京市竞天公诚律师事务所（以下简称"本所"）接受金风科技股份有限公 司（以下简称"公司"）的委托，委派本所律师出席公司 2024 年年度股东会及 2025 年第二次 A 股类别股东会议、2025 年第二次 H 股类别股东会议（以下简称 "本次股东会"），根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公司股东会规 则》（以下简称"《股东会规则》"）和《金风科技股份有限公司章程》（以下 简称"《公司章程》"）的有关规定，出具本法律意见书。 本所律师按照《股东会规则》的要求对本次股东会的合法、合规、真实、有 效进行了充分的核查验证，保证本法律意见书不存在虚假、误导性陈述及重大 ...

Core Viewpoints - The wind power sector is viewed positively for short, medium, and long-term opportunities [3][4] - Short-term logic includes strong half-year reports and optimistic performance outlook for the second half of the year, driven by robust project initiation and revenue growth [4] - Medium-term logic highlights a reversal of three previously negative factors affecting investment sentiment in the wind power sector [4] - Long-term logic emphasizes the competitive advantages of wind power in the context of market-oriented trading and stable industry dynamics [4] Short-term Logic - The wind power sector is expected to benefit from strong performance in the first half of the year, with optimistic growth projections for Q2 [4] - The sector is experiencing a positive demonstration effect from strong stock performance of companies showing earnings improvement [4] Medium-term Logic - The three previously negative factors affecting the wind power sector have shown significant reversal: 1. Wind turbine price wars have shifted from deflation to inflation, with prices recovering since Q4 2024 [4] 2. The certainty of domestic offshore wind project advancement has significantly increased, with project approvals accelerating in 2025 [4] 3. European offshore wind demand has rebounded, with project returns improving due to supportive policies and decreasing interest rates [4] Long-term Logic - Wind power's output characteristics provide significant price advantages in a fully market-oriented trading environment [4] - The competitive landscape is expected to remain stable due to high barriers to entry and a customer base dominated by state-owned enterprises and large international energy groups [4] - There is substantial potential for export substitution across the industry chain, providing additional growth opportunities in overseas markets [4] Demand Outlook - Domestic wind power installations are projected to reach 110 GW in 2025, with significant contributions from both onshore and offshore projects [9][12] - The global wind power installation is expected to maintain a high level in 2026, supported by strong demand both domestically and internationally [5][6] Investment Recommendations - The report recommends focusing on three main lines of investment: complete machines, offshore wind, and components [5][45] - Key companies to watch include Goldwind Technology, Envision Energy, Mingyang Smart Energy, and SANY Heavy Energy for complete machines [5] - For offshore wind, companies like Daikin Heavy Industries and Dongfang Cable are highlighted due to their expected performance in the growing market [5] - In the components sector, companies such as Risen Energy and Jinlei Technology are expected to benefit from seasonal production increases and price adjustments [5][70] Competitive Landscape - The wind power industry is characterized by a stable competitive structure, with limited new entrants due to high barriers and established market players [73] - The market share of leading companies has remained relatively stable, indicating a strong competitive position among top players [73][74]

Core Viewpoint - The traditional investment logic of "winter coal and summer electricity" is losing its effectiveness due to significant changes in the electricity market, including price declines and increased volatility in project revenues [3][15]. Group 1: Electricity Market Dynamics - The electricity market is undergoing a transformation with the implementation of the "New Energy Grid Price Marketization Reform Notice," which requires new energy to enter the market, ending the previous "guaranteed quantity and price" policy [3]. - In April 2025, the National Development and Reform Commission and the National Energy Administration announced plans to accelerate the construction of the electricity spot market, aiming for full coverage by the end of 2025 [4]. - The electricity trading prices in Jiangsu and Guangdong provinces have seen significant declines, with Jiangsu's price dropping by 22% from May 2025 [5][8]. Group 2: Price Trends and Supply-Demand Imbalance - The decline in electricity prices is attributed to a combination of oversupply in the electricity market and weak demand, particularly in industrial provinces like Guangdong [10][11]. - The falling coal prices have further reduced the marginal costs of thermal power generation, exacerbating the price drop in the electricity market [9][15]. - The average return of electricity indices in the second and third quarters has historically been around 8.2%, but recent performance has significantly lagged behind this average [16][17]. Group 3: ETF Performance and Valuation Concerns - The major electricity ETFs have underperformed, with the top five ETFs tracking the electricity sector showing average returns of -8.3% over the past year [18][19]. - The current low price-to-earnings (PE) ratios for the electricity indices (17.1 for the China Securities Index and 17.3 for the Green Electricity Index) indicate market pessimism regarding future profitability [22][25]. - Despite the low valuations suggesting a potential buying opportunity, they reflect a broader market concern about declining industry profits due to price pressures [25][26]. Group 4: Wind Power as an Investment Opportunity - The wind power sector has shown resilience, with the China Wind Power Industry Index increasing over 20% since late April 2025, outperforming other electricity indices [39]. - The competitive environment in the wind power industry has improved, leading to stabilized prices and increased installation capacity [44][45]. - Wind power companies, such as Goldwind Technology, have reported significant revenue and profit growth, indicating a positive outlook for the sector [46][47].

Group 1: Target Price Increases - During the period from June 16 to June 22, a total of 76 target price increases were issued by brokerages, with notable increases for companies such as AsiaInfo Security, Zhongkong Technology, and Zhenyu Technology, showing target price increases of 74.14%, 70.49%, and 65.21% respectively, across the software development, automation equipment, and battery industries [1][2]. Group 2: Brokerage Recommendations - A total of 212 listed companies received brokerage recommendations during the same period, with Dongshan Precision receiving the highest number of recommendations at 7, followed by Wanda Film with 4, and Small Commodity City with 3 [3][4]. Group 3: Rating Adjustments - Brokerages raised ratings for 9 companies, including Jin Feng Technology, which was upgraded from "Hold" to "Buy" by Tianfeng Securities, and Bertley, which was upgraded from "Hold" to "Buy" by Guojin Securities [4][5]. - Conversely, 3 companies had their ratings lowered, including Lianying Laser, which was downgraded from "Buy" to "Hold" by Dongwu Securities [6][7]. Group 4: First Coverage - A total of 94 instances of first coverage were reported, with Jin Feng Technology receiving a "Buy" rating from Tianfeng Securities, and Tian Shili receiving a "Buy" rating from Dongwu Securities [6][7].

Investment Rating - The report assigns a "Buy" rating for the company with a target price of 13.51 CNY, based on a 17x PE for 2025 [5]. Core Views - The company is a global leader in wind turbine manufacturing and wind farm operations, with a dual-driven business model. It has maintained the largest market share in China for 14 consecutive years and ranks first globally for three years [1][13]. - The profitability of wind turbine manufacturing is expected to improve, with a recovery in margins anticipated in 2024 and a potential turnaround to profitability in 2025 [2][43]. - The company has a strong position in both domestic and international markets, with significant growth in wind turbine exports and a leading position in offshore wind projects [2][32][59]. Summary by Sections 1. Company Overview - The company was established in 2001 and has become a leading provider of wind power solutions, with three main business segments: wind turbine manufacturing, wind power services, and wind farm investment and development [1][13]. 2. Wind Turbine Manufacturing - The domestic wind turbine market is stabilizing, with prices recovering from historical lows. The average bidding price for wind turbines has increased from around 1400 CNY/kW in August 2024 to 1590 CNY/kW by March 2025 [34][35]. - The company is expected to see a significant increase in export capacity, with a projected 2.5 GW of new shipments in 2024, marking a 45% year-on-year growth [2][32]. 3. Wind Farm Operations - The company has developed a stable "rolling development" model for wind farms, with a self-operated capacity of 8.0 GW and an additional 4.1 GW under construction as of March 2025 [3]. - The profitability of wind farm operations is expected to remain strong, supported by favorable market conditions and stable pricing mechanisms [3]. 4. Financial Projections - The company anticipates a significant increase in net profit, projecting 3.36 billion CNY in 2025, representing an 80.5% year-on-year growth [4]. - Revenue is expected to grow from 56.7 billion CNY in 2024 to 79.2 billion CNY in 2025, reflecting a 39.73% increase [4]. 5. Market Dynamics - The global wind power market is expected to see substantial growth, particularly in offshore wind projects in Europe and onshore projects in Asia, Africa, and Latin America [29]. - The competitive landscape is shifting towards value competition rather than price wars, with major players focusing on technology and service quality [34].

股票代码：002202 股票简称：金风科技 公告编号：2025-045 金风科技股份有限公司 关于选举职工代表董事的公告 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。 金风科技（下称"公司"）第八届董事会任期即将届满，根据《中 华人民共和国公司法》、《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引第 1 号——主板上市公司规范运 作》等相关法律法规、规范性文件以及《公司章程》的相关规定，经 公司第八届董事会提名委员会审议通过，公司于 2025 年 6 月 20 日召 开职工代表大会，同意选举余宁女士为公司第九届董事会职工代表董 事，将与 2024 年年度股东大会选举产生的非职工代表董事共同组成 公司第九届董事会。公司第九届董事会董事任期三年，就任时间自公 司股东大会通过选举决议的次日起计算。余宁女士的简历请见附件。 公司于 2025 年 5 月 30 日召开第八届董事会第三十三次会议及第 八届监事会第十七次会议，审议通过了《关于修订<金风科技股份有 限公司章程>的议案》，该议案对公司职工代表董事相关条款进行了修 订，尚需提交 2024 ...

Group 1: Liquidity and Performance of Rare Earth ETF - The liquidity of the Rare Earth ETF managed by Jiashi has a turnover rate of 2.74%, with a transaction volume of 66.81 million yuan [2] - Over the past week, the average daily transaction volume of the Rare Earth ETF reached 122 million yuan, ranking first among comparable funds [2] - In the last two weeks, the Rare Earth ETF's scale increased by 568 million yuan, achieving significant growth and ranking first in new scale among comparable funds [2] - The ETF's shares increased by 39.5 million in the past week, indicating substantial growth [2] - In the last five trading days, there were net inflows on three days, totaling 115 million yuan [2] - As of June 18, the net value of the Rare Earth ETF has risen by 30.55% over the past year, ranking 376 out of 2857 in the index stock fund category, placing it in the top 13.16% [2] - Since its inception, the ETF has recorded a highest monthly return of 41.25%, with the longest consecutive monthly gains being four months and a maximum cumulative increase of 83.89% [2] Group 2: Key Holdings and Market Dynamics - As of May 30, the top ten weighted stocks in the China Rare Earth Industry Index account for 57.28% of the index, including Northern Rare Earth, China Rare Earth, Wolong Electric Drive, and others [2] - The Ministry of Commerce announced on June 19 that it will expedite the review of rare earth export license applications, emphasizing the importance of maintaining global supply chain stability [4] - Recent reports suggest that domestic export licenses are being gradually issued, and rising prices abroad are expected to be transmitted to the domestic market [5] - The domestic rare earth prices are currently at a cyclical low, with expectations for a continued upward adjustment in price levels [5] - Investors can consider the Rare Earth ETF Jiashi linked fund (011036) to capitalize on investment opportunities in the rare earth sector [5]

Core Viewpoint - The offshore wind power industry is experiencing unprecedented growth due to global energy transition and strong policy support, with China leading in installed capacity and technological advancements [1][12]. Group 1: Industry Overview - Offshore wind power utilizes abundant wind resources in marine environments to generate electricity, offering advantages such as higher wind speeds and less land use compared to onshore wind power [2]. - As of April 2025, China's cumulative wind power installed capacity reached 54,119 MW, with offshore wind accounting for 4,351 MW, representing 8.04% of total wind capacity [1][12]. - China has maintained the world's leading position in newly installed and cumulative offshore wind capacity for four consecutive years, holding nearly half of the global total [1][12]. Group 2: Development History - China's offshore wind power development has evolved from initial projects in 2007 to becoming the world's largest market by 2020, driven by policy support and technological innovation [6]. - The "14th Five-Year Plan" marks a critical turning point for the industry, aiming for higher quality and sustainable development [1][12]. Group 3: Policy Framework - The Chinese government has implemented systematic policies to support offshore wind power, including the "14th Five-Year Plan" which encourages the construction of offshore wind power bases and local government support [8][9]. - Policies are also promoting the integration of offshore wind with other sectors, such as marine ranching and floating photovoltaics, to enhance resource utilization [8][9]. Group 4: Industry Chain - The offshore wind power industry chain in China is robust, with stable supply of raw materials and continuous technological breakthroughs in key components [10]. - The manufacturing sector is dominated by leading companies that are pushing for larger turbine capacities and improved efficiency [10]. Group 5: Competitive Landscape - The market is characterized by a clear tiered structure, with leading companies like Envision Energy, Goldwind, and Mingyang Smart Energy dominating the first tier, while other firms are rapidly catching up [16][18]. - The competition has shifted from price-based to technology-driven, with a focus on large-scale turbine development and smart operation systems [16][18]. Group 6: Regional Development - Offshore wind power development in China shows a gradient pattern, with Guangdong and Jiangsu leading in installed capacity, while other provinces like Shandong and Zhejiang are also making significant progress [14]. - There remains a notable gap in meeting the "14th Five-Year Plan" targets, indicating a need for accelerated project construction [14]. Group 7: Future Trends - The industry is moving towards deep-sea development, with a focus on floating wind technology and multi-industry integration, which will enhance the overall capacity and efficiency of offshore wind power [24][25][26]. - Continuous technological upgrades are expected to improve turbine performance and operational efficiency, while fostering new business models through integration with other energy sectors [25][26].

Core Viewpoint - The company plans to provide full guarantees and issue letters of guarantee for its South African subsidiary, with a total guarantee limit of up to 8 billion RMB and a letter of guarantee limit of up to 3 billion RMB, subject to shareholder approval [1][2][4]. Guarantee Details - The guarantee will be provided by the company and its wholly-owned subsidiary, Goldwind International, for Goldwind New Energy South Africa, which is a holding subsidiary with a 70% stake held by Goldwind International and 30% by local SMEs [1][4]. - The guarantee amount of up to 8 billion RMB accounts for 20.76% of the company's latest audited net assets and 5.15% of total assets [2][4]. Financial Impact - The company’s board believes that the guarantee will not significantly impact normal operations and that risks are manageable, as the South African subsidiary will leverage the company's wind turbine products and local project management experience [6][7]. - After this guarantee, the total external guarantee balance will be 290 million RMB, which is 0.75% of the company's latest audited net assets [8]. Subsidiary Financials - As of May 31, 2025, Goldwind New Energy South Africa has a debt-to-asset ratio of 113.38%, indicating financial stress [6]. - The subsidiary has no external guarantees, mortgages, or significant litigation as of the reporting date [6]. Board Opinion - The board has approved the guarantee proposal, emphasizing that the local SMEs involved cannot provide equivalent guarantees due to limited financial capacity [5][7].

Group 1 - The company has signed a parent company guarantee agreement to support its wholly-owned subsidiary, Jin Feng International Renewable Energy, in fulfilling its obligations under a wind turbine supply agreement with Rose Valley Wind LP, with a total guarantee amount not exceeding 166,772,200 USD, approximately 1.17 billion RMB [1] - The guarantee agreement was signed on June 17, 2025, in Beijing and Canada, ensuring the performance of obligations until the completion of the supply agreement [1] - As of May 31, 2025, the guaranteed party has no external guarantees, mortgages, or significant litigation matters [2] Group 2 - The board of directors approved a guarantee limit of 9.3 billion RMB for subsidiaries with a debt-to-asset ratio below 70% and 10.7 billion RMB for those above 70%, effective from the 2023 annual general meeting until the next [3] - The company can provide guarantees based on its shareholding proportion, with other shareholders required to provide equivalent guarantees or counter-guarantees [3] - The total external guarantee balance after this agreement will be 290 million RMB, representing 0.75% of the company's latest audited net assets, with no overdue guarantees or litigation-related guarantees [4]