特变电工 2025年第三次临时股东大会 T&P 新疆天阳律师事务所 新疆天阳律师事务所 关于特变电工股份有限公司 2025 年第三次临时股东大会 法律意见书 天阳证股字[2025]第 30 号 新疆天阳律师事务所 二〇二五年九月 地址:新疆乌鲁木齐市水磨沟区红光山路 888 号绿城广场写字楼 2A 座 7层 l T&P 新疆天阳律师事务所 特变电工 2025年第三次临时股东大会 新疆天阳律师事务所 关于特变电工股份有限公司 2025年第三次临时股东大会 法律意见书 天阳证股字[2025]第 30 号 致:特变电工股份有限公司 本法律意见书仅供公司为本次股东大会之目的使用,不得用于其他任何目 的。 在此基础上,本所律师出具法律意见如下: 新疆天阳律师事务所(下称"本所")接受特变电工股份有限公司(下称"公 司")的委托,委派本所李大明律师、常娜娜律师出席公司 2025年第三次临时 股东大会,根据《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》")、《上市公司股东会规则》和《特变 电工股份有限公司章程》(下称"《公司章程》"),按照律师行业公认的业务 标准、道德规范和勤 ...

特变电工股份有限公司 证券代码：600089 证券简称：特变电工 公告编号：临 2025-060 特变电工股份有限公司 2025年第三次临时股东大会决议公告 本公司董事会及全体董事保证本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、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 3 日 (二)股东大会召开的地点：新疆维吾尔族自治区昌吉市北京南路 189 号国际 会议中心 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数（人） | 2,589 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,180,153,354 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份总数的比例(%） | 23.5079 | (四)股东大会主持及表决方式 本次会议采取现场投票和网络投票相结合的方式召开，公司董事长张新因工 作原因不能主持本次会议，经过半数董事推举公司董事黄汉杰主持本次股东大会 现场会 ...

Core Insights - The Zhongzheng Photovoltaic Industry Index (931151) has seen a strong increase of 2.94% as of September 3, 2025, with significant gains in constituent stocks such as Sungrow Power (300274) up 15.26% and Longi Green Energy (601012) up 2.81% [1][3] - The Photovoltaic ETF Fund (516180) has risen by 2.82%, with a latest price of 0.69 yuan, and has accumulated a total increase of 4.66% over the past two weeks [1] - The index reflects the overall performance of listed companies in the photovoltaic industry chain, selecting up to 50 representative stocks [1] Index Composition - As of August 29, 2025, the top ten weighted stocks in the Zhongzheng Photovoltaic Industry Index account for a total of 56.14% of the index [1] - The top ten stocks by weight include: - Sungrow Power (300274) with a weight of 10.51% - Longi Green Energy (601012) with a weight of 9.97% - TCL Technology (000100) with a weight of 9.42% - TBEA Co., Ltd. (600089) with a weight of 6.99% - Tongwei Co., Ltd. (600438) with a weight of 5.24% [3]

Group 1 - The core transaction of TBEA on September 2 involved a block trade of 360,000 shares, amounting to 4.77 million yuan, at a price of 13.25 yuan, which represents a discount of 7.60% compared to the closing price of the day [2] - The closing price of TBEA on the same day was 14.34 yuan, reflecting a decline of 2.58%, with a turnover rate of 2.56% and a total transaction volume of 1.879 billion yuan, indicating a net outflow of main funds amounting to 19.7866 million yuan [2] - Over the past five days, TBEA's stock has decreased by 1.38%, with a total net outflow of funds reaching 552 million yuan [2] Group 2 - The latest margin financing balance for TBEA is 3.297 billion yuan, showing a decrease of 28.4733 million yuan over the past five days, which is a decline of 0.86% [2]

Core Viewpoint - TBEA has been awarded a significant contract by Saudi Electricity Company for the localization procurement of ultra-high voltage and high voltage transformers and reactors, with an estimated total order value of 16.4 billion RMB, potentially reaching 11.5 billion RMB based on a minimum execution rate of 70% [1][2] Group 1: Contract Details - The contract includes the supply of 179 ultra-high voltage transformers, 108 ultra-high and high voltage reactors, and 391 high voltage transformers, with a minimum execution requirement of 70% [2] - TBEA plans to establish a manufacturing facility in Saudi Arabia for transformers and reactors to enable local production and supply, initially supplying from its Chinese factory until the local facility is operational [2][3] Group 2: Market Context - The demand for power equipment in the Middle East is robust, attracting global energy companies to participate in bidding [3] - TBEA has previously secured multiple orders in Saudi Arabia and the Middle East, enhancing its strategic value and supply capacity in the region [3] Group 3: Financial Performance - TBEA reported a revenue of 48.35 billion RMB in the first half of 2025, a year-on-year increase of 1.11%, with a profit total of 4.42 billion RMB, up 15.62% [4] - The company signed contracts worth over 1.12 billion USD in the first half of the year, reflecting a 65.91% increase compared to the same period last year [4] Group 4: Industry Outlook - The global power grid investment is expected to rise significantly, with projections of reaching 775 billion USD annually by 2030 and exceeding 870 billion USD annually by 2040 [4] - The export of transformer products from China reached 3.65 billion USD in the first half of the year, indicating a growing market share for TBEA in regions like the Middle East and West Africa [4][5]

Group 1 - The stock of TBEA Co., Ltd. (特变电工) closed down by 2.58% on September 2, with a closing price of 14.34 yuan [1] - A block trade occurred with a total volume of 360,000 shares and a transaction amount of 4.77 million yuan, with the first transaction price at 13.25 yuan [1] - The premium rate for the block trade was -7.60%, indicating a discount on the transaction price [1] Group 2 - In the last three months, TBEA has had a total of one block trade with a cumulative transaction amount of 4.77 million yuan [1] - Over the past five trading days, the stock has seen a cumulative decline of 1.38%, with a total net outflow of 668 million yuan in principal funds [1]

Group 1 - The core transaction involved TBEA Co., Ltd. with a total of 360,000 shares traded, amounting to 4.77 million yuan, which represents 0.25% of the total trading volume for the day [1] - The transaction price was set at 13.25 yuan per share, reflecting a discount of 7.6% compared to the market closing price of 14.34 yuan [1] Group 2 - The transaction occurred on September 2, with CITIC Securities acting as the brokerage firm [2] - The trading volume was recorded at 36,000 shares, with a total transaction value of 477,000 yuan [2]

Summary of Key Points Core Viewpoints - The IPO market on the Beijing Stock Exchange is accelerating, with increased participation in new stock offerings, while the Shanghai and Shenzhen markets are experiencing a contraction in new stock issuance [2] - The performance of various industries is diverging significantly, with improvements in profitability for the float glass sector, while coal and livestock industries are expected to maintain negative profit growth [3] - Market sentiment is optimistic, with a notable increase in the number of rising stocks in the Shanghai and Shenzhen markets, indicating a sustained increase in risk appetite among investors [4] Company Research - **Changsha Bank**: The bank reported a revenue of 13.2 billion yuan for the first half of 2025, a year-on-year increase of 1.6%, and a net profit of 4.3 billion yuan, up 5.1% year-on-year. The annualized return on equity was 12.6%, slightly down by 0.6 percentage points [8] - **Suzhou Bank**: The bank achieved a revenue of 6.5 billion yuan, a 1.8% increase year-on-year, with a net profit of 3.13 billion yuan, up 6.2% year-on-year. The annualized return on equity was 12.34%, down by 1 percentage point [9] - **China Energy Construction**: The company reported a revenue of 292.76 billion yuan for the first half of 2025, a 2.7% increase year-on-year, but a net profit decline of 13.8% to 5.43 billion yuan [22] - **China Chemical**: The company achieved a revenue of 90.72 billion yuan, a slight decrease of 0.3% year-on-year, but a net profit increase of 9.3% to 3.1 billion yuan [23] Industry Research - **Magnesium Oxide**: The application potential of magnesium oxide in rare earth metallurgy is promising, with various grades affecting production efficiency and cost [7] - **Phosphate Fertilizers**: The company reported stable revenue growth in the phosphate fertilizer sector, driven by an improved product mix and favorable industry conditions [11] - **Carbon Fiber**: The company anticipates an increase in net profit due to rising sales volumes in the carbon fiber sector, with projections for 2025-2027 showing significant growth [12] - **Specialty Gases**: Despite a decline in profitability due to increased competition, the demand for specialty gases remains strong, supported by new capacity releases [13]

Group 1: ETF Performance - The New Energy ETF has a recent trading volume of 4.6% and a transaction value of 45.71 million yuan, with an average daily transaction of 88.03 million yuan over the past week [2] - The latest scale of the New Energy ETF reached 985 million yuan, marking a three-month high, with a significant increase of 60 million shares over the past week [2] - The New Energy ETF has seen a net inflow of 75.97 million yuan, and its net value has increased by 17.29% over the past six months [2] Group 2: Historical Returns - Since its inception, the New Energy ETF has recorded a highest monthly return of 25.07%, with the longest consecutive monthly gains being four months and a maximum increase of 31.31% [2] - The average return during the rising months is 8.03%, and the ETF has outperformed its benchmark with an annualized return of 7.93% over the last three months [2] Group 3: Market Dynamics - The domestic photovoltaic glass market has seen good overall transactions, with inventory continuously decreasing and order prices increasing in September [4] - The price of 2.0mm coated glass has risen from 11 yuan/square meter to 13 yuan/square meter, reflecting an 18.18% month-on-month increase, while 3.2mm coated glass prices increased from 18.5-19 yuan/square meter to 20 yuan/square meter, a 6.67% rise [4] Group 4: Cost and Pricing Trends - Since late August, prices for silicon materials, silicon wafers, and battery cells have risen, along with increases in auxiliary materials like photovoltaic adhesive films and glass, providing cost support [5] - The recent bidding prices for component procurement have increased, driven by costs, although demand has not shown significant improvement, leading to a potential ongoing negotiation on actual transaction prices [5] Group 5: Key Stocks in the Index - The top ten weighted stocks in the China Securities New Energy Index include CATL, Sungrow, LONGi Green Energy, China Nuclear Power, and others, collectively accounting for 42.78% of the index [5]

Group 1: Key Insights on Luoyang Molybdenum Industry - Luoyang Molybdenum achieved a net profit of 8.671 billion yuan in H1 2025, representing a year-on-year increase of 60.07% [5] - The company's performance exceeded expectations due to production surpassing planned targets across various segments [5] - Prices for copper, cobalt, molybdenum iron, ammonium paratungstate, and monoammonium phosphate all increased during H1 2025 [5] Group 2: Key Insights on Yuntou Holdings - Yuntou Holdings reported revenue of 11.4 billion yuan in H1 2025, a year-on-year growth of 3.59% [5] - The net profit attributable to shareholders was 511 million yuan, up 12.60% year-on-year [5] - In Q2 2025, the company experienced a revenue decline of 5.99% year-on-year, but net profit still grew by 6.94% [5] Group 3: Key Insights on Shandong Pharmaceutical Glass - Shandong Pharmaceutical Glass reported H1 2025 revenue of 2.37 billion yuan, down 8.2% year-on-year [6] - The net profit attributable to shareholders decreased by 21.9% to 370 million yuan [6] - The company plans to distribute a dividend of 0.28 yuan per share, yielding a dividend rate of 1.2% [6] Group 4: Key Insights on TBEA Co., Ltd. - TBEA Co., Ltd. achieved total revenue of 48.401 billion yuan in H1 2025, a year-on-year increase of 1.12% [7] - The net profit attributable to shareholders was 3.184 billion yuan, reflecting a 5.00% increase year-on-year [7] - In Q2 2025, the company reported a slight revenue decrease of 1.03% compared to the previous quarter [7] Group 5: Key Insights on Rongtai Co., Ltd. - Rongtai Co., Ltd. reported total revenue of 1.34 billion yuan in H1 2025, a year-on-year increase of 16.6% [8] - The net profit attributable to shareholders was 98 million yuan, up 13.3% year-on-year [8] - In Q2 2025, the company achieved revenue growth of 6.2% year-on-year [8] Group 6: Key Insights on Shoulv Hotel - Shoulv Hotel reported H1 2025 revenue of 3.661 billion yuan, a decrease of 1.93% year-on-year [9] - The net profit attributable to shareholders increased by 11.08% to 397 million yuan [9] - In Q2 2025, the company experienced a slight revenue growth of 0.42% year-on-year [9] Group 7: Key Insights on Jingxin Pharmaceutical - Jingxin Pharmaceutical reported H1 2025 revenue of 2.017 billion yuan, down 6.20% year-on-year [10] - The net profit attributable to shareholders was 388 million yuan, a decrease of 3.54% [10] - The company’s operating cash flow decreased by 17.48% year-on-year [10]