法律意见书 中国 深圳 福田区 益田路6001号 太平金融大厦11、12楼 邮政编码：518038 11/F、12/F., TAIPING FINANCE TOWER, NO.6001 YITIAN ROAD, SHENZHEN, P.R. CHINA 电话（Tel.）：（86-755）88265288 传真（Fax.）：（86-755）88265537 网站（Website）：www.sundiallawfirm.com 广东信达律师事务所 关于拉普拉斯新能源科技股份有限公司 2026年第一次临时股东会的 法律意见书 信达科会字（2026）第005号 广东信达律师事务所（以下称"信达"）接受拉普拉斯新能源科技股份有限公 司（以下称"公司"）的委托，指派信达律师出席公司2026年第一次临时股东会（以 下称"本次股东会"），对本次股东会的合法性进行见证。 信达律师根据《中华人民共和国公司法》（以下称"《公司法》"）、《上市 公司股东会规则》（以下称"《股东会规则》"）等法律、法规和规范性法律文件 以及《拉普拉斯新能源科技股份有限公司章程》（以下称"《公司章程》"）的规 定，就公司本次股东会的召集、召开程序、出席 ...

证券代码：688726 证券简称：拉普拉斯 公告编号：2026-004 拉普拉斯新能源科技股份有限公司 2026年第一次临时股东会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东会召开的时间：2026 年 1 月 21 日 （二） 股东会召开的地点：深圳市坪山区坑梓街道砾田路 2 号开沃大厦 A 栋 17 层公司会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 119 | | --- | --- | | 普通股股东人数 | 119 | | 2、出席会议的股东所持有的表决权数量 | 121,855,853 | | 普通股股东所持有表决权数量 | 121,855,853 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比例 | 30.0637 | | （%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | ...

Core Viewpoint - Jiangsong Technology's IPO journey is under scrutiny due to significant risks highlighted by its financial performance and operational decisions amidst a supply-demand imbalance in the photovoltaic industry [1][2]. Financial Performance Concerns - Jiangsong Technology's revenue is projected to grow from 807 million to 2.019 billion from 2022 to 2024, with net profit increasing from 88 million to 187 million, indicating over 100% growth in both revenue and profit [2]. - However, the company faces a significant decline in orders, with its order backlog dropping from 3.613 billion at the end of 2024 to 2.491 billion in the first half of 2025, a decrease of 1.122 billion or over 31% [2][3]. - The company's profit forecast methodology has been criticized for lacking rationality, as it assumes a stable net profit margin despite a drastic reduction in orders, which could lead to a more significant profit decline than revenue drop [3]. Workforce Reduction - Jiangsong Technology plans to reduce its workforce from 1,976 employees in 2023 to 887 in 2024, a reduction of 1,089 employees or 55.1%, which is significantly higher than its peers [4][5]. - The company justifies this reduction as a cost-cutting measure due to decreased demand in the photovoltaic sector, but this approach raises concerns about losing key technical and business personnel [6]. Research and Development Investment - The company's R&D expenditure is projected to decrease by 11.35% in 2024, with an R&D expense ratio of only 2.86%, significantly lower than the industry average of 7.58% [7][8]. - This reduction in R&D investment raises concerns about the company's ability to maintain its competitive edge in a rapidly evolving technology landscape [7][8]. Accounts Receivable Issues - Jiangsong Technology's accounts receivable aging shows a declining trend in the proportion of receivables under one year, from 76.93% in 2023 to 65.83% in the first half of 2025, indicating potential cash flow issues [11][12]. - The company reported a significant increase in bad debt losses, amounting to 89.0053 million in 2024, which is 26 times that of 2023, suggesting serious risks in accounts receivable management [14]. Investment Project Viability - Jiangsong Technology plans to raise 1.053 billion for projects including a photovoltaic intelligent equipment production base, despite the current industry facing a supply-demand imbalance and reduced customer demand [1][20]. - The proposed investment in production capacity expansion raises questions about its feasibility, as the market for its core products is nearing saturation, and existing capacity is underutilized [18][19].

Summary of Conference Call Notes Industry Overview - The focus is on the solar energy sector, particularly the developments related to companies T and S, which are planning to expand their photovoltaic production capacity [1][1]. Key Points and Arguments 1. **Separate Teams for Production Planning**: Companies T and S are operating as independent teams to plan their photovoltaic production capacity, with T taking the lead and S expected to follow before the Spring Festival [1]. 2. **Technology Pathways**: Company S is pursuing a space technology route using P-type HJT (Heterojunction Technology), while Company T is focusing on ground applications, likely utilizing TOPCon technology due to patent considerations [1]. 3. **Super Factory Plans**: Company T is considering the establishment of a 10GW integrated super factory, with an initial phase potentially reaching 1GW and a long-term capacity target of 50GW [1]. 4. **Capacity Planning**: The combined capacity planning for T and S is approaching 100GW, with T targeting 50GW for ground applications and S aiming for 40GW for space applications, which exceeds initial expectations [1]. 5. **Ongoing Factory Audits**: The factory audit for Company T is just the first round, with potential for additional rounds, indicating that the equipment sector will undergo repeated trading activities [1]. 6. **Systematic Revaluation**: The planning by T and S is seen as exceeding expectations, suggesting that the equipment sector will experience a systematic revaluation beyond just marginal changes from factory audits [1]. Additional Insights - **Investment Recommendations**: The focus is on companies with high value and good market positioning within the solar equipment sector, specifically recommending: - High-value segments: Silicon wafers and battery equipment, with strong endorsements for Liancheng CNC and Laplace, as well as Aotewi, which has a presence in silicon, battery, and module equipment [3]. - Well-positioned segments: Slicing machines and reduction furnaces, with key recommendations for Gaoce Co. and Shuangliang Energy [3]. - **Potential of Space Technology**: The most promising outlook remains with companies like Maiwei Co., which are focused on defining space technology routes that hold the highest value and imaginative potential [2].

Summary of Key Points from Conference Call Industry Focus - The conference call emphasizes the **commercial aerospace industry**, particularly highlighting the significance of **3D printing** and **space photovoltaics** as core components of this sector [1][2][3]. Core Insights and Arguments - **3D Printing in Aerospace**: - 3D printing is identified as one of the highest value segments in commercial aerospace, with the potential to account for over **40%** of the value of a single rocket [1][2]. - The market for 3D printing is vast due to its advantages in **lightweight design** and **cost reduction**, with further penetration expected in the industry [1][2]. - SpaceX has been a pioneer in this area, having utilized 3D printing technology in its Dragon spacecraft since **2013**, and the majority of components in the Raptor 3 engine are now 3D printed, significantly enhancing performance [1][2]. - **Space Photovoltaics**: - Space photovoltaics are highlighted as a crucial direction for applications in commercial aerospace [3]. - The introduction of computing satellites is expected to create at least **100 GW** of new installations in space photovoltaics, with competitive technology routes including **p-HJT**, **p-XBC**, and **perovskite** [4]. - The value of equipment in this sector is projected to significantly exceed that of current terrestrial photovoltaics [4]. Recommendations for Investment - The call recommends focusing on several companies within the 3D printing and space photovoltaics sectors: - **3D Printing**: Companies such as Jiangshun Technology (DED multi-metal printing), Platinum Technology, Huazhu High-Tech, Yinbang Shares, Feiwo Technology, Jinchengzi, and Ruike Laser are highlighted as key players [4]. - **Space Photovoltaics**: Companies like Maiwei Shares (direct beneficiaries), Jiejia Weichuang (leader in perovskite equipment), and Dier Laser (multiple laser technologies compatible with p-type BC, HJT, and ultra-thin space battery demands) are recommended [4]. - Additionally, companies with low valuations and stable main businesses such as China International Marine Containers, CIMC Enric, Hangyang Co., Anhui Heli, and Hengli Hydraulic are suggested for investment [4]. Other Important Insights - The call indicates that the **industrialization** of these technologies is accelerating, with a focus on factory audits and feedback from audited companies [4].

Group 1 - The core viewpoint of the news is that Laplace has shown significant trading activity and financial performance, with a focus on its financing and stockholder metrics [1][2]. Group 2 - On January 19, Laplace's stock price increased by 2.92%, with a trading volume of 724 million yuan. The financing buy-in amount was 71.62 million yuan, while the financing repayment was 72.82 million yuan, resulting in a net financing buy of -1.21 million yuan. The total financing and securities balance reached 302 million yuan [1]. - The financing balance of Laplace is 302 million yuan, accounting for 3.14% of its market capitalization, which is above the 90th percentile level over the past year, indicating a high level of financing activity [1]. - In terms of securities lending, Laplace had no shares repaid on January 19, with 300 shares sold short, amounting to 13,100 yuan at the closing price. The securities lending balance was 262,200 yuan, also exceeding the 90th percentile level over the past year [1]. Group 3 - As of September 30, Laplace had 8,774 shareholders, a decrease of 8.38% from the previous period, while the average circulating shares per person increased by 9.14% to 4,138 shares [2]. - For the period from January to September 2025, Laplace reported operating revenue of 4.321 billion yuan, a year-on-year increase of 0.43%, and a net profit attributable to shareholders of 588 million yuan, reflecting a growth of 2.07% [2]. Group 4 - Laplace has distributed a total of 150 million yuan in dividends since its A-share listing [3].

Core Insights - Boreton (01333.HK) is emerging as a significant challenger in the global zero-carbon mining sector, driven by its unique strategic layout and disruptive business model, akin to the approach of Elon Musk with Tesla and SpaceX [1] - The company's ability to replicate and surpass the "Tesla model" in the engineering machinery sector will be crucial for its potential to become a giant with a market value of $100 billion [1] Group 1: Business Model Evolution - Boreton is transitioning from a traditional equipment manufacturer to a "zero-carbon mining operation service provider," focusing on long-term service agreements that bundle "electricity and autonomous driving service fees" to reduce costs for clients [2] - This shift addresses two major cost pain points in mining operations: energy expenses, which account for approximately 40% of total costs, and high labor costs [2] Group 2: Strategic Vision and Ecosystem Investment - Founder Chen Fangming's vision and strategic layout differentiate Boreton from traditional engineering machinery companies, leveraging his background as a successful renewable energy investor [2] - Chen's investments in companies like Shenghong Co. and Juhua Materials have provided him with deep insights into technology trends and industry chain collaboration [2] Group 3: Technological Integration and Innovation - Boreton's investments in cutting-edge technology firms, such as Xingmiao Optoelectronics, are not merely financial but strategically aligned with its autonomous driving research, creating a closed-loop ecosystem of application innovation [3] - The company employs "first principles" thinking in its autonomous driving technology, opting for the most advanced "end-to-end" solutions to achieve optimal efficiency in closed environments [3] Group 4: Market Position and Competitive Advantages - Boreton has validated its position as a leader in the zero-carbon mining robot sector, securing large orders, including a partnership with Mingyang Mining to explore the global autonomous driving market [3] - The collaboration with Huawei Digital Energy enhances Boreton's competitiveness in ultra-fast charging and energy management, with its storage technology designed for harsh mining environments [4] Group 5: Challenges Ahead - Despite its promising outlook, Boreton faces significant challenges in achieving profitability, as it is currently operating at a loss with low gross margins and negative cash flow [6] - The transition from equipment sales to service fees requires substantial upfront investment and a longer return cycle, necessitating proof of scalable profitability and positive cash flow [6] - The company must also navigate the complexities of large-scale autonomous operations, including reliability in extreme conditions and fleet management efficiency [6] - Competition from established giants like Caterpillar and Komatsu, which are also pursuing electrification and automation, poses a threat due to their strong brand presence and resources [6] Conclusion - Boreton is positioned in the right sector (zero-carbon mining) and is building a compelling narrative as the "Tesla of engineering machinery," with its business model pivoting towards energy and operational services [7] - However, the journey from a promising story to a reality involves overcoming significant hurdles related to financial health, technological scalability, global localization, and ecosystem stability [7]

Group 1 - The Shanghai Stock Exchange Sci-Tech Innovation Board 100 Index (000698) rose by 3.57% as of January 14, 2026, with notable increases in constituent stocks such as Kexing Technology up 17.50%, CloudWalk Technology up 11.32%, and Hehe Information up 9.58% [1] - The Sci-Tech 100 ETF Huaxia (588800) increased by 3.66%, with the latest price reported at 1.56 yuan [1] - The commercial aerospace and AI application sectors led the market, with a surge in the software sector, following Google's announcement on January 12 of partnerships with major global retailers and the launch of an open-source AI protocol for e-commerce [1] Group 2 - According to Zhongyou Securities, China's large model industry has entered a phase of systematic layout and ecosystem construction, with domestic large models expected to transition from "catching up" to "leading" in certain areas by around 2026, thereby securing a key position in global AI competition [2] - The Sci-Tech 100 ETF Huaxia (588800) closely tracks the Shanghai Stock Exchange Sci-Tech Innovation Board 100 Index, selecting 100 securities with medium market capitalization and good liquidity from the Sci-Tech Board, focusing on high-growth tech stocks [2]

Group 1 - The core viewpoint of the article highlights the increasing market recognition of space photovoltaics as a key segment in the commercial aerospace sector, characterized by its "large value, inflation trend, and high barriers" [1] - The report from Guojin Securities reiterates that space photovoltaics will be the strongest mainline in the new energy sector for 2026, suggesting active participation in the market as the current trend is far from over [1] - The cancellation of the photovoltaic export tax rebate is expected to create a "rush window" to mitigate the seasonal downturn in domestic demand in Q1, while accelerating the exit of less competitive capacities and companies [1] Group 2 - The Huaxia Photovoltaic ETF (515370) and its linked funds (012885/012886) track the CSI Photovoltaic Industry Index, which encompasses upstream, midstream, and downstream companies in the photovoltaic industry, including silicon wafers, polysilicon, battery cells, cables, photovoltaic glass, battery modules, inverters, photovoltaic brackets, and photovoltaic power stations [1] - The index has a photovoltaic content of 83.64%, ranking first in the entire market dimension [1]

拉普拉斯新能源科技股份有限公司 会议资料 二〇二六年一月 拉普拉斯新能源科技股份有限公司 2026年第一次临时股东会会议资料 证券代码：688726 证券简称：拉普拉斯 2026年第一次临时股东会 | | | | 2026年第一次临时股东会会议须知 | | 1 | | --- | --- | --- | | 2026年第一次临时股东会会议议程 | | 3 | | 2026年第一次临时股东会会议议案 | | 5 | | 议案一 关于预计2026年度日常关联交易的议案 | 5 | | | 议案二 关于修订公司部分治理制度的议案 | 8 | | 拉普拉斯新能源科技股份有限公司 2026年第一次临时股东会会议资料 拉普拉斯新能源科技股份有限公司 2026年第一次临时股东会会议须知 为维护拉普拉斯新能源科技股份有限公司（以下简称"公司"）全体股东的 合法权益，确保股东会的正常秩序和议事效率，保证股东会的顺利进行，根据《中 华人民共和国公司法》《中华人民共和国证券法》等法律法规、规范性文件及《拉 普拉斯新能源科技股份有限公司章程》（以下简称《公司章程》）相关规定，特 制定本须知： 一、为保证本次股东会的严肃性和正常秩序， ...