前次募集资金使用情况鉴证报告 天顺风能（苏州）股份有限公司 容诚专字[2025]200Z1350 号 容诚会计师事务所(特殊普通合伙) 中国·北京 目 录 | 序号 | 内 | 容 | 页码 | | --- | --- | --- | --- | | 1 | 前次募集资金使用情况鉴证报告 | | 1-3 | | 2 | 前次募集资金使用情况专项报告 | | 1-6 | 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 22 号 1 幢 10 层 1001-1 至 1001-26 (100037) TEL:010-6600 1391 FAX:010-6600 1392 E-mail:bj@rsmchina.com.cn https://www.rsm.global/china/ 前次募集资金使用情况鉴证报告 容诚专字[2025]200Z1350 号 天顺风能（苏州）股份有限公司全体股东： 我们审核了后附的天顺风能（苏州）股份有限公司（以下简称"天顺风能"） 董事会编制的截至 2025 年 9 月 30 日止的《前次募集资金使用情况专项报告》。 一、 对报告使用者和使用目的的限定 本鉴证报告仅供天 ...

证券代码：002531 证券简称：天顺风能 公告编号：2025-076 （一）财务测算主要假设和说明 1、假设宏观经济环境、产业政策等经营环境没有发生重大变化。 天顺风能(苏州)股份有限公司 关于 2025 年度向特定对象发行 A 股股票摊薄即期回报及填 补措施和相关主体承诺的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，不存在虚假记 载、误导性陈述或者重大遗漏。 重要提示： 本公告中公司在测算本次向特定对象发行 A 股股票对即期回报的摊薄影响 过程中对经营数据的假设分析不构成公司的盈利预测。投资者不应据此进行投 资决策，提请广大投资者注意。 根据《国务院办公厅关于进一步加强资本市场中小投资者合法权益保护工作 的意见》（国办发[2013]110 号）《国务院关于进一步促进资本市场健康发展的 若干意见》（国发[2014]17 号）和《关于首发及再融资、重大资产重组摊薄即期 回报有关事项的指导意见》（证监会公告[2015]31 号）等文件的要求，公司就本 次向特定对象发行 A 股股票事宜（以下简称"本次发行"）对摊薄即期回报的影响 进行了分析并提出了具体的填补回报措施，相关主体对公司填补回报措施能够 ...

天顺风能（苏州）股份有限公司 未来三年（2026-2028年）股东分红回报规划 公司应积极实施连续、稳定的股利分配政策，公司股利分配应重视对投资者的 合理投资回报，并兼顾公司的可持续发展。公司董事会应遵守有关法律、法规及 《公司章程》的规定，在制订利润分配方案尤其是现金分红方案时应当听取各方的 意见，尤其是应当充分听取独立董事和中小股东的意见。在保证公司正常经营业务 发展的前提下，坚持以现金分红为主的基本原则。 第二条 制定本规划考虑的因素 公司将着眼于长远和可持续发展，在综合分析公司经营发展实际情况、社会资 金成本、外部融资环境等因素的基础上，充分听取独立董事和中小股东的要求和意 愿，并结合公司目前及未来盈利规模、现金流量状况、发展所处阶段、项目投资资 金需求、银行信贷及债权融资环境等情况，建立对投资者持续、稳定、科学、积极 的回报规划与机制，从而对利润分配作出制度性安排，以保证利润分配政策的连续 性和稳定性。 第三条 分红回报规划的决策和监督程序 （一）分红回报规划的制订 公司管理层应结合公司盈利情况、资金需求和股东回报规划制订合理的利润分 配方案并经董事会审议通过后提请股东会审议，独立董事应对提请股东会 ...

Group 1 - The wind power industry maintains a high level of prosperity, with expectations for wind turbine and component sales to rebound in profitability due to rising bidding prices and increased demand for domestic and overseas installations [1][3][28] - The average bidding price for onshore wind turbines increased by 6.86% year-on-year to 1618 RMB/kW, while the average price including towers rose by 9.78% to 2096 RMB/kW, indicating a recovery in sales profitability for turbine manufacturers [1][41] - Domestic wind turbine shipments are expected to exceed expectations in 2026, with a significant increase in bidding and approval volumes for wind projects, indicating strong future demand [1][30][39] Group 2 - The domestic offshore wind projects are progressing smoothly, with significant growth potential in deep-sea wind energy, supported by favorable policies and planning in regions like Zhejiang, Shanghai, and Guangdong [2][3] - The European offshore wind market is projected to add 8.40 GW of new installations in 2026, highlighting the potential for export opportunities in multiple segments of offshore wind energy [2][3] - The report identifies two main investment themes: (1) the recovery of wind turbine profitability and the potential for increased installation demand, and (2) the synchronized growth of domestic and international offshore wind demand, suggesting investment opportunities in related sectors such as submarine cables and foundation piles [3][28][29] Group 3 - The report emphasizes the importance of focusing on wind turbine manufacturers and components, recommending companies like Goldwind Technology, Mingyang Smart Energy, and Sany Heavy Energy for investment [3][29] - The offshore wind sector is expected to see significant growth, with recommendations for companies involved in submarine cables and foundation piles, such as Dongfang Cable and Zhongtian Technology [3][29] - The overall valuation of the power equipment industry is expected to grow in 2025, with the wind power sector presenting substantial investment opportunities due to favorable market conditions and increasing demand [28][15]

Core Viewpoint - The company, Tiens Wind Power (002531), is currently managing its operations normally and claims to have no debt risk despite concerns raised by investors regarding its short-term liabilities and poor performance [1] Group 1: Financial Situation - The company has a short-term debt of 4.6 billion and cash holdings of 600 million [1] - Investors expressed concerns about the company's ability to repay debts by the end of the year given its current financial performance [1] Group 2: Company Response - The company reassured investors that it holds quality power station assets and that the state continues to encourage the renewable energy sector [1] - The company indicated that bank credit channels remain open, suggesting a stable financial environment [1]

Group 1 - The company, TianShun Wind Power (002531.SZ), is currently operating in an orderly manner and has quality power station assets [1] - The national policy towards the renewable energy industry remains encouraging, and bank credit channels are smooth [1] - The company does not face any debt risks at present [1]

Core Viewpoint - The company emphasizes its commitment to improving operational performance and enhancing core competitiveness as a fundamental way to maintain company value and protect investor interests [1] Group 1: Company Strategy - The management's primary focus is on deepening its core business and improving operational performance [1] - The major shareholders and management are firmly holding onto their shares, expressing confidence in the long-term future of the industry [1] Group 2: Investor Communication - The company urges investors to understand the fundamentals of the business, highlighting that the transition from land-based to offshore operations is not an overnight process and requires time to adapt [1] - Investors are encouraged to be patient and await the company's operational results [1]

Core Viewpoint - The company is establishing a factory in Germany as part of a strategic layout despite not having received any orders yet, indicating a long-term vision to adapt to global supply chain demands and potential future regulations [1]. Group 1: Company Strategy - The company has not yet commenced production at its German facility, which is why no orders have been secured so far [1]. - The majority of offshore orders in Europe are still being captured by local companies, highlighting the competitive landscape [1]. - The company aims to build local capacity to address the long expansion cycles and supply chain shortages faced by European firms [1]. Group 2: Market Context - The shift towards global supply chains is driven by the insufficient local capacity in Europe to meet demand [1]. - Future risks such as carbon tariffs and anti-dumping duties are influencing supply chain decisions, making local establishment a strategic necessity [1]. - The company is simultaneously developing offshore capacity in its domestic base to better meet global offshore construction needs [1].

Core Viewpoint - The company emphasizes the importance of "scarce shoreline resources" for offshore wind power development, highlighting the competitive landscape in regions like Jiangsu and Guangdong, where rivals are also establishing bases [1] Group 1: Company Strategy and Positioning - The company has established bases in seven coastal areas, including Sheyang, Jieyang, Shantou, and Yangjiang, which are key regions for offshore wind development in China [1] - Each base is strategically positioned based on market demand and product focus, with Sheyang concentrating on large monopiles, while southern bases focus on jacket foundations and floating platforms [1] - The Tongzhou Bay base targets the export market, primarily producing offshore wind power products, while also expanding into oil and gas platforms and specialized vessels [1] Group 2: Competitive Landscape - Competitors such as Dajin Heavy Industry and Haili Wind Power are also intensively establishing bases in Jiangsu and Guangdong, indicating a high level of competition in these regions [1] - The company is aware of the potential for homogenized competition in hot areas like Jiangsu Sheyang and Guangdong Yangjiang, and is focusing on precise positioning and differentiated selection of clients and projects [1]

Core Viewpoint - The company is experiencing a significant increase in revenue within the marine engineering sector, with a notable rise from 21 million yuan in the first half of 2025 to 66 million yuan in the third quarter, indicating explosive growth potential. However, the gross margin remains under pressure, and the company is awaiting order fulfillment to fully utilize its capacity [1]. Group 1 - The marine engineering revenue for the first half of 2025 was 21 million yuan, which surged to 66 million yuan in the third quarter, showcasing a rapid growth trend [1]. - The company has indicated that its production capacity is ready and is currently waiting for orders to be fulfilled, which is crucial for achieving profitability [1]. - The company is in the trial production phase at the Yangjiang base, while the construction of the Shiyang Phase II and the German base is ongoing, with no production yet commenced [1]. Group 2 - The company has not provided a specific timeline or revenue scale for when it expects to reach a profitability inflection point, as this is contingent on order acquisition and project delivery schedules [1]. - Future disclosures regarding revenue scale, capacity utilization, and timelines will depend on the progress of each base and market conditions [1].