国浩律师（北京）事务所 关于协鑫集成科技股份有限公司 2025 年第四次临时股东会 的 （一）本次股东会的召集人 律师见证法律意见书 国浩京律字[2025]第 0045 号 致：协鑫集成科技股份有限公司 根据协鑫集成科技股份有限公司（下称"公司"）的委托，并依据《中华人民 共和国公司法》（下称"《公司法》"）、《中华人民共和国证券法》（下称"《证 券法》"）和中国证券监督管理委员会发布的《上市公司股东会规则》（下称"《股 东会规则》"）、《上市公司治理准则》（下称"《治理准则》"）等法律、行政 法规、规范性文件以及《协鑫集成科技股份有限公司章程》（下称"《公司章程》"）、 《协鑫集成科技股份有限公司股东会议事规则》（下称"《股东会议事规则》"） 的规定，国浩律师（北京）事务所（下称"本所"）指派律师出席了公司 2025 年 第四次临时股东会（下称"本次股东会"），现就公司本次股东会召开的有关事宜 出具本法律意见书。 本所同意将本法律意见书随公司本次股东会的决议一起予以公告，并依法对 本所出具的法律意见承担相应的责任。 本所律师仅对本次股东会的召集和召开程序、本次股东会召集人和出席会议 人员的资格、本次股东会审 ...

Core Insights - The photovoltaic module bidding scale reached 4.62GW in July 2025, with a significant share of N-type modules [1][2] - The bidding price range for photovoltaic modules was between 0.608-0.74 yuan/W, with an average price of 0.701 yuan/W [2][4] - Delivery periods are primarily set for August to October, with some projects extending to 2026 [5] Bidding Results - The disclosed bidding results for July 2025 show a total scale of 4.62GW, including a confirmed scale of 1.39GW, with the first bidder's scale at 3.23GW [2] - The confirmed scale for N-type modules reached 3.35GW, mainly driven by a 3GW procurement project from China Railway Construction [2][4] - Ten companies, including LONGi, Jinko, Trina Solar, and others, successfully entered the bidding [2] Price Trends - The bidding price for N-type modules ranged from 0.701 to 0.74 yuan/W, with an average of 0.715 yuan/W [4] - TOPCon module prices remained stable at or above 0.70 yuan/W, showing a slight increase due to policy and cost pressures [4] - The lowest bid was from Hebei Haopan Environmental Technology at 0.608 yuan/W, while the highest was from Chint New Energy at 0.74 yuan/W [2][4] Delivery Schedule - Most projects have a concentrated delivery window from August to October 2025, with some extending delivery deadlines to 2026 [5] - Projects like those from Huadian Group and Guangdong Energy Group have set their delivery periods within this timeframe [5] - Some projects are adopting phased delivery methods to accommodate immediate needs and long-term cooperation [5]

Overview - The company, GCL-Poly Energy Holdings Limited, has approved a total credit limit of up to RMB 11.2 billion for the year 2025, along with guarantees for subsidiaries totaling RMB 8.87 billion [1] - The company has also approved additional guarantees for its subsidiaries, including a guarantee of up to RMB 200 million from Hefei GCL Integrated New Energy Technology Co., Ltd. to Wuhu GCL Integrated New Energy Technology Co., Ltd. [1] Guarantee Situation - The company signed a guarantee agreement with Ningbo Rail Yongying Supply Chain Co., Ltd., providing a joint liability guarantee for debts under a framework agreement for the purchase of photovoltaic module raw materials, with a maximum guarantee amount of RMB 200 million [2] - Hefei GCL Integrated New Energy Technology Co., Ltd. and Wuhu GCL Integrated New Energy Technology Co., Ltd. signed a working capital loan agreement with Huishang Bank, with a maximum guarantee amount of RMB 58 million [2] Financial Status of Guaranteed Parties - The financial data of the guaranteed parties as of March 31, 2025, shows total assets, liabilities, and net income, indicating varying financial health among the subsidiaries [3][4][5] - For example, one subsidiary reported total assets of RMB 799.35 million and a net loss of RMB 6.88 million for the first quarter of 2025 [3] Main Content of Guarantee Agreements - The guarantee agreements outline the responsibilities of the company and its subsidiaries in ensuring the payment of debts, including principal, interest, penalties, and other related costs [4][6] Cumulative Guarantee Amounts - As of the announcement date, the total guarantee amount provided by the company and its subsidiaries is RMB 36.31 billion, which is 152.35% of the company's latest audited net assets [6] - The breakdown of guarantees shows that the company has provided a guarantee balance of RMB 17.43 billion to Hefei GCL Integrated New Energy Technology Co., Ltd., which is 73.16% of the company's net assets [6]

Core Viewpoint - GCL-Poly Energy Holdings Limited (协鑫集成) announced that neither the company nor its subsidiaries have provided guarantees to entities outside the consolidated financial statements [1] Group 1 - The company and its controlled subsidiaries have no overdue external guarantees [1] - There are no external guarantees involved in litigation [1] - The company has not incurred losses due to guarantees resulting in adverse judgments [1]

协鑫集成科技股份有限公司（以下简称"协鑫集成"或"公司"）于 2025 年 4 月 27 日召开了第六届董事会第十次会议及 2025 年 5 月 20 日召开 2024 年度股东大 会，审议通过了《关于 2025 年度公司向融资机构申请综合授信及为子公司提供担 保的议案》，同意在 2025 年度公司及子公司拟向融资机构申请总额度不超过人民 币 112 亿元的综合授信额度，同时公司为子公司申请不超过人民币 88.7 亿元的担 保额度，公司子公司为子公司申请不超过人民币 2.3 亿元的担保额度，公司控股 子公司为公司申请不超过人民币 2 亿元的担保额度。上述综合授信以及担保额度 自 2024 年度股东大会通过之日起生效，有效期一年。 公司于 2025 年 5 月 30 日召开第六届董事会第十一次会议及 2025 年 6 月 18 日召开 2025 年第三次临时股东大会，审议通过了《关于控股子公司为控股子公司 新增担保额度的议案》，同意公司控股子公司合肥协鑫集成新能源科技有限公司 （以下简称"合肥集成"）为公司控股子公司芜湖协鑫集成新能源科技有限公司（以 下简称"芜湖集成"）提供不超过 20,000 万元担保额度， ...

Core Insights - InfoLink has released a new ranking for leading companies in the photovoltaic battery and module sectors, showing slight changes compared to the previous year, with no new entrants in the top ranks for the first half of 2025 [1][2]. Battery Segment Summary - The top five battery manufacturers remain unchanged in terms of participants, with slight positional shifts: Tongwei Co., Ltd. retains the top position, while Yingfa Renergy moves from fourth to third, swapping places with Jietai Technology [2]. - Yingfa Renergy's N-type battery shipments reached the top two globally in the first half of the year, and it became the first company to export BC battery cells [2][3]. - The total global shipment volume of the top five battery suppliers reached approximately 87.8 GW, marking a year-on-year increase of about 12.5% [2]. Module Segment Summary - The module segment saw more significant changes, with JinkoSolar maintaining its leading position and LONGi Green Energy in second place. JA Solar and Trina Solar are now tied for third [5][6]. - The total shipment volume of the top ten module suppliers was approximately 247.9 GW, reflecting a 10% increase year-on-year [7]. - The production of modules in the first half of the year reached 310 GW, a 14.4% increase compared to the previous year [9]. Market Trends and Observations - The market is witnessing a shift towards larger TOPCon battery cells, with the 210RN size accounting for about 31.4% of shipments, up from 8% in the previous year [3]. - Companies like Tongwei and Yida New Energy reported shipment increases of 30-40%, indicating rapid expansion in their module business [10]. - The industry is experiencing a transformation aimed at addressing long-standing issues of supply-demand mismatch and unhealthy price competition, with a focus on sustainable profitability rather than just market share [12][13]. Financial Performance - The financial performance of companies like Yongdian Dongci and Aiko Solar has been noteworthy, with Yongdian Dongci achieving a net profit of 960-1,050 million yuan, a year-on-year increase of 49.6%-63.6% [11]. - Despite high shipment volumes, many companies are facing significant losses, with 31 A-share listed photovoltaic companies reporting a total net loss of 57.47 billion yuan in 2024 [12][15].

Core Insights - The establishment of industrial merger and acquisition funds by listed companies is becoming a popular investment and financing method, with 81 companies setting up such funds this year, focusing primarily on the semiconductor and new energy sectors [1][2] - Companies like Hongfu Han and GCL-Poly have announced significant investments in these sectors, with Hongfu Han committing approximately 10.6 million yuan to a fund focused on RF microwave chips and GCL-Poly establishing a 1 billion yuan fund for solar energy investments [1][2] - The trend indicates a shift towards long-term investment strategies, with companies leveraging private equity (PE) to enhance their capital operations and integrate their supply chains [2][3] Industry Trends - The majority of listed companies are targeting the semiconductor and new energy sectors for their merger and acquisition funds, reflecting a broader industry trend towards these high-growth areas [1][3] - The collaboration among companies to establish these funds often aligns with shared interests, such as increasing supplier numbers and enhancing supply chain stability [2] - The government's support for the semiconductor and new energy industries further incentivizes companies to invest in these sectors, aiming to activate existing capital and attract social capital for future growth [3]

1. Report Industry Investment Ratings No relevant content provided. 2. Core Views of the Report - The report covers a wide range of sectors including finance, commodities, and energy - chemical. In the financial sector, factors such as tariff policies, central bank operations, and potential leadership changes in the Fed impact market trends. In the commodity sector, supply - demand relationships are influenced by natural conditions, production disruptions, and policy regulations. In the energy - chemical sector, factors like inventory levels, production capacity, and market demand determine the price trends of various products [13][27][66]. 3. Summary by Relevant Catalogs 3.1 Financial News and Comments 3.1.1 Macro Strategy (Gold) - Trump stated that gold will not be subject to additional tariffs. After this confirmation, gold prices dropped significantly, especially COMEX gold futures. The spread between New York gold and London gold has returned to normal, and Shanghai gold followed London gold in the correction. Short - term gold prices lack the momentum to break through, and there is a risk of a pullback [13][14]. 3.1.2 Macro Strategy (Stock Index Futures) - The Ministry of Finance and the State Taxation Administration solicited public opinions on the implementation regulations of the VAT law. The A - share market is highly bullish, with all positive factors fully reflected. It is recommended to have a balanced allocation [15][17]. 3.1.3 Macro Strategy (Foreign Exchange Futures - US Dollar Index) - There are new candidates for the successor to Powell. Trump downplayed the expectations for the US - Russia summit, so the meeting may not yield effective results, and the US dollar index is expected to rise in the short term [18][22]. 3.1.4 Macro Strategy (US Stock Index Futures) - Nvidia and AMD are expected to pay 15% of their sales of AI chips to China to the US government in exchange for export licenses. The market is concerned about the upcoming CPI data, and there is a risk of a pullback in the US stock market [23][24]. 3.1.5 Macro Strategy (Treasury Bond Futures) - The central bank conducted 112 billion yuan of 7 - day reverse repurchase operations, with a net withdrawal of 432.8 billion yuan on the day. The bond market is expected to be volatile in the short term, and long - position holders should pay attention to the rhythm [25][26]. 3.2 Commodity News and Comments 3.2.1 Agricultural Products (Soybean Meal) - Last week, the inventory of soybean meal in major domestic oil mills decreased. Brazil's soybean exports in the first week of August increased compared to the same period last year. The excellent - good rate of US soybeans decreased by 1% to 68%. It is necessary to closely monitor the development of China - US relations and the USDA's August supply - demand report [27][29]. 3.2.2 Agricultural Products (Soybean Oil/Rapeseed Oil/Palm Oil) - Malaysia's palm oil inventory in July increased by 4.02% month - on - month, which was lower than market expectations. Indonesia plans to implement B50 in 2026 and may increase the DMO, which is positive for international palm oil prices. It is recommended to buy on dips for palm oil futures [30][34]. 3.2.3 Black Metals (Coking Coal/Coke) - The coke price in the Linfen market is rising. Some coal mines issued a notice on the trial implementation of the 276 - working - day production plan, which affects market sentiment. Short - term futures prices have limited upside potential, and it is necessary to pay attention to subsequent policies and demand changes [35][36]. 3.2.4 Agricultural Products (Sugar) - Cuba's sugar production in the 2024/25 season dropped below 150,000 tons. The US tariff on South African imports has a serious impact on South African sugarcane growers. India's ethanol production's dependence on sugarcane has decreased, and the net sugar production in the 25/26 season may increase significantly [37][40]. 3.2.5 Agricultural Products (Corn Starch) - The spot price of corn starch is weak. Starch enterprises'开机 rate increased last week, and inventory accumulated again. It is recommended to avoid trading the 09 contract and hold short positions in the 11 and 01 contracts while monitoring weather conditions [41][45]. 3.2.6 Black Metals (Rebar/Hot - Rolled Coil) - In July, automobile sales increased by 14.7% year - on - year. Steel prices are rising, and the market expects supply to decrease due to environmental protection restrictions. The short - term market is expected to be strong, but there are risks [42][43]. 3.2.7 Agricultural Products (Corn) - Precipitation in North China and the Huang - Huai region has alleviated the drought, but there is a risk of waterlogging. The 09 contract of corn futures has limited upside and downside potential, and it is recommended to avoid it. Hold short positions in the 11 and 01 contracts and pay attention to weather changes [44][45]. 3.2.8 Non - ferrous Metals (Alumina) - The national alumina production capacity is in a state of over - supply. Newly - added production capacity is being gradually released, and the market is moving towards a more relaxed supply situation. It is recommended to wait and see [46]. 3.2.9 Non - ferrous Metals (Copper) - The damage to Chile's El Teniente copper mine is more severe than initially expected. Lundin Mining's copper production in the second quarter increased by 11.8% year - on - year. Short - term copper prices are expected to fluctuate, and it is recommended to wait and see for single - side trading and pay attention to the internal - external reverse arbitrage strategy [47][50]. 3.2.10 Non - ferrous Metals (Polysilicon) - GCL Integrated signed a 450 - million - yuan polysilicon purchase contract. Polysilicon inventory is accumulating, and production is expected to increase in August. Short - term polysilicon prices are expected to fluctuate between 45,000 - 57,000 yuan/ton, and it is recommended to have a bullish view on pullbacks and consider selling out - of - the - money put options [51][53]. 3.2.11 Non - ferrous Metals (Industrial Silicon) - The DMC market shows a co - existence of stable prices and price concessions. The supply of industrial silicon may increase in August, but due to the increase in demand from polysilicon, the market may still be in a state of de - stocking. It is recommended to buy on dips in the short term [54][55]. 3.2.12 Non - ferrous Metals (Lead) - On August 8, the LME 0 - 3 lead was at a discount of $31.29 per ton. The social inventory of lead ingots continued to decline. It is recommended to hold long positions established at low levels and pay attention to the internal - external positive arbitrage opportunity [56][57]. 3.2.13 Non - ferrous Metals (Zinc) - The domestic social inventory of zinc ingots increased significantly, and the supply is expected to be high in August. The short - term trading of Shanghai zinc is difficult, and it is recommended to manage positions well for single - side trading and pay attention to the medium - term positive arbitrage opportunity [58][60]. 3.2.14 Non - ferrous Metals (Lithium Carbonate) - CATL's Yichun project has suspended mining after the expiration of the mining license on August 9. The short - term price of lithium carbonate is expected to remain strong, and it is recommended to look for buying opportunities on pullbacks and pay attention to the inter - month positive arbitrage opportunity [61][62]. 3.2.15 Non - ferrous Metals (Nickel) - LME nickel inventory decreased by 936 tons on August 11. Short - term nickel prices are unlikely to decline significantly. In the medium term, it is recommended to pay attention to short - selling opportunities on rallies [63][65]. 3.2.16 Energy Chemicals (Liquefied Petroleum Gas) - The FOB price of Middle East frozen cargo decreased. International freight rates have risen significantly, and it is recommended to pay attention to the changes in spot prices and factory warehouse behavior and consider the far - month positive arbitrage opportunity [66][68]. 3.2.17 Energy Chemicals (Crude Oil) - Iraq raised the official selling price of Basra medium - grade crude oil to Asia in September. Oil prices are expected to fluctuate in the short term [69][70]. 3.2.18 Energy Chemicals (Asphalt) - The inventory of asphalt in refineries increased significantly, and the demand is still weak. It is recommended to wait and see [71][72]. 3.2.19 Energy Chemicals (Bottle Chips) - The export quotation of bottle chip factories changed little. The current industry's production cut extension is showing results, and the processing fee has slightly recovered. The absolute price of bottle chips mainly follows the fluctuation of polyester raw materials [73][74]. 3.2.20 Energy Chemicals (Urea) - The urea market has different production - sales ratios in different regions. The short - term supply - demand pattern of urea is weak, and it is necessary to pay attention to the release rhythm of autumn fertilizer demand [75][76]. 3.2.21 Energy Chemicals (PX) - The PX price rose on August 11. The unilateral price of PX is expected to fluctuate and adjust [77][78]. 3.2.22 Energy Chemicals (Styrene) - The inventory of pure benzene in East China ports decreased. The production of styrene is expected to remain high in the short term, and the start - up rate may decline in September. The current price of styrene is expected to fluctuate [79][80]. 3.2.23 Energy Chemicals (PTA) - The spot price of PTA increased, and the spot basis strengthened. The demand side is still weak, and the supply side may see a slight recovery in processing fees. The short - term price is expected to fluctuate and adjust [81][83]. 3.2.24 Energy Chemicals (Caustic Soda) - The price of caustic soda in Shandong increased locally. The supply of caustic soda has increased, and the demand is average. The short - term price is expected to remain stable, and the futures price is expected to fluctuate [84][86]. 3.2.25 Energy Chemicals (Pulp) - The spot market of imported wood pulp showed a strengthening trend. The short - term pulp futures price is expected to fluctuate weakly [87]. 3.2.26 Energy Chemicals (PVC) - The domestic PVC powder market was slightly adjusted. The current fundamentals of PVC are still weak, but macro - level positives and rising coal prices support the futures price. It is expected to fluctuate [88]. 3.2.27 Energy Chemicals (Soda Ash) - The total inventory of domestic soda ash manufacturers increased slightly. The medium - term strategy for soda ash is to short on rallies, but there may be supply - side policy disturbances [89][90]. 3.2.28 Energy Chemicals (Float Glass) - The price of float glass in the Shahe market changed slightly. The glass futures price was slightly stronger due to market sentiment. It is recommended to be cautious in single - side trading and focus on arbitrage strategies [91].

Core Insights - The Chinese supplier ESG rating platform released its latest results for 2025, with GCL-Poly Energy Holdings receiving a "five and a half star" rating, indicating outstanding performance [1] - The platform is initiated by the China Enterprise Reform and Development Research Association in collaboration with 108 industry units, based on 16 years of research from the Chinese Academy of Social Sciences [1] - GCL-Poly excelled in environmental and governance areas, achieving a six-star rating for its environmental policies, climate change practices, third-party certifications, and ESG report publication [1] - As a photovoltaic company, GCL-Poly established a sustainable development strategy framework in 2023, setting 25 key agenda goals to guide its efforts in leading the green ecological development of the photovoltaic industry [1] - The rating serves as a recognition of GCL-Poly's governance effectiveness at this stage [1]

Core Viewpoint - The photovoltaic industry is undergoing structural optimization to combat intense competition, with leading companies securing significant orders to stabilize their supply chains and enhance market positioning [1][4]. Group 1: Company Developments - GCL-Poly Energy announced a framework contract with Jiangsu Zhongneng Silicon Industry Technology Co., Ltd. for silicon material procurement, with a total estimated amount not exceeding 450 million yuan (including tax) [1][2]. - The company reported an expected net loss of 250 million to 350 million yuan for the first half of 2025, with a narrowed loss in the second quarter compared to the previous quarter [1][4]. - GCL-Poly achieved a significant increase in component shipment volume, ranking third in the industry for large-scale bidding projects [5]. Group 2: Market Trends - The photovoltaic market is experiencing a surge in installation driven by favorable policies, although component prices remain low due to supply-demand imbalances [4][5]. - The company is focusing on market expansion and has signed a 1.2 GW photovoltaic module contract with Shenergy and Bukse'er Mongolian Autonomous County New Energy Power Generation Co., Ltd. [3][5]. - The industry is expected to accelerate supply-side reforms, leading to the elimination of outdated production capacity and optimization of supply structures [5][6]. Group 3: Technological Innovations - GCL-Poly is committed to innovation in photovoltaic technology, introducing new high-power modules and exploring new materials and technologies [6]. - The company emphasizes a strategy of producing, reserving, and researching new generation products to stay at the forefront of industry advancements [6].