国浩律师（南京）事务所 关于 2025 年 12 月 福莱特玻璃集团股份有限公司 2025 年第一次临时股东大会 之 法律意见书 中国江苏省南京市汉中门大街 309 号 B 座 5、7-8 层邮编：210036 5、7-8/F,BlockB,309HanzhongmenStreet,Nanjing,China,210036 电话/Tel:+862589660900 传真/Fax:+862589660966 网址/Website:http://www.grandall.com.cn 国浩律师（南京）事务所 法律意见书 国浩律师（南京）事务所 关于福莱特玻璃集团股份有限公司 2025 年第一次临时股东大会之法律意见书 致：福莱特玻璃集团股份有限公司 国浩律师（南京）事务所（以下简称"本所"）接受福莱特玻璃集团股份有 限公司（以下简称"公司"）的委托，指派律师出席公司 2025 年第一次临时股 东大会（以下简称"本次股东大会"），并根据《中华人民共和国证券法》《中 华人民共和国公司法》《上市公司股东会规则》以及《福莱特玻璃集团股份有限 公司章程》（以下简称"《公司章程》"）的规定，出具本法律意见书。 本所依据本法律 ...

格隆汇12月9日丨福莱特玻璃(06865.HK)宣布，由于该通函所载的建议修订《公司章程》包括取消监事 会，因此，于2025年12月9日举行的2025年第一次临时股东大会上获股东批准建议修订《公司章程》并 通过取消监事会的决议后，公司不再设监事会，并由公司董事会审计委员会行使《中华人民共和国公司 法》规定的监事会的职权。 ...

格隆汇12月9日丨福莱特玻璃(06865.HK)宣布，于2025年12月9日，公司职工代表大会已选举委任钮丽萍 作为公司职工董事。自临时股东会之日起(即2025年12月9日)生效。 ...

福莱特（601865）玻璃(06865)发布公告，于2025年12月9日，公司职工代表大会已选举委任钮丽萍女士 作为公司职工董事。自临时股东会之日起(即2025年12月9日)生效。 ...

智通财经APP讯，福莱特玻璃(06865)发布公告，于2025年12月9日，公司职工代表大会已选举委任钮丽 萍女士作为公司职工董事。自临时股东会之日起(即2025年12月9日)生效。 ...

Core Viewpoint - The photovoltaic sector is experiencing a widespread decline in stock prices, attributed to disappointing domestic installation progress and weakening overseas demand [1] Group 1: Stock Performance - Xinyi Glass (00868) fell by 5.44%, trading at HKD 8.51 - Xinyi Solar (00968) decreased by 3.98%, trading at HKD 3.14 - New Energy (01799) dropped by 2.96%, trading at HKD 7.20 - Fuyao Glass (601865) declined by 2.63%, trading at HKD 10.01 [1] Group 2: Market Conditions - According to SMM, the overall production of photovoltaic modules is expected to decrease by 2.43% month-on-month in November 2025 [1] - Aijian Securities reported that December's terminal installation progress is below corporate expectations, leading to increased inventory levels as component prices rise [1] Group 3: Demand and Production Outlook - InfoLink indicates that while there is a significant reduction in battery cell production, the issue of weak terminal demand remains unresolved [1] - Some battery cell manufacturers are considering further production cuts due to market fluctuations, with a strong wait-and-see sentiment prevailing this week [1] - The overall price trend is expected to stabilize in the short term, pending the outcome of negotiations between upstream and downstream players [1]

Core Viewpoint - The photovoltaic glass industry is experiencing a significant downturn, impacting even leading companies like Fuyao. Despite a rebound in the third quarter, challenges such as cost control, cash flow improvement, and debt management remain critical for the company's stability and future growth [2][8]. Financial Performance - In the first three quarters, Fuyao's revenue was 12.46 billion yuan, a year-on-year decrease of 14.66%, with net profit dropping by 50.79% to 638 million yuan, resulting in a net profit margin of 5.21%, down 3.7 percentage points from the previous year [2][3]. - The third quarter saw a revenue increase to 4.73 billion yuan, up 20.95% year-on-year and 29% quarter-on-quarter, with net profit soaring 285% year-on-year to 376 million yuan, contributing nearly 60% of the profits for the first three quarters [4][8]. Supply and Demand Dynamics - The recovery in profits was primarily driven by improved supply-demand dynamics, as many smaller manufacturers reduced production due to financial strain, leading to a decrease in effective production capacity [4][8]. - Fuyao actively reduced inventory, with stock levels dropping to 1.21 billion yuan, a 30% decrease, which improved inventory turnover and boosted sales volume [4][8]. Cost Management - The company benefited from lower raw material costs, including soda ash and quartz sand, alongside a reduction in natural gas prices, resulting in a gross margin increase to 16.75%, up 10.78 percentage points year-on-year [4][8]. - The expense ratio decreased to 6.91%, down 3.7 percentage points year-on-year, as the company managed to cut R&D and administrative expenses [4][8]. Cash Flow and Debt - Operating cash flow for the first three quarters was 2.26 billion yuan, a decline of 25.03% year-on-year, primarily due to slow receivables during the industry's downturn [6][8]. - The total assets stood at 41.91 billion yuan, with liabilities of 19.62 billion yuan, resulting in a debt-to-asset ratio of 46.81%, indicating manageable leverage levels [4][8]. Strategic Expansion - Fuyao is pursuing aggressive capacity expansion despite current market challenges, with ongoing projects in Anhui, Nantong, and Indonesia, which may strain short-term cash flow but aim for long-term growth [7][20]. - The company’s overseas revenue contribution was only 30.07% in the mid-2025 report, highlighting the need for faster international expansion to mitigate domestic market declines [20][21]. Market Challenges - The photovoltaic industry is facing significant price pressures, with the average selling price of photovoltaic glass dropping to 13.30 yuan per square meter, a year-on-year decline of 17.59%, which is nearing cash cost levels for some production lines [12][20]. - The demand side remains weak, with domestic installations in October down 38% year-on-year, and a significant drop in orders for photovoltaic glass, leading to increased inventory turnover days from 45 to 68 [12][20]. Internal Confidence Issues - A collective share reduction plan involving key shareholders has raised concerns about internal confidence in the company's short-term prospects, further shaking investor trust [17][18]. - The company's governance structure has been criticized for frequent insider selling, which contrasts sharply with its fundraising efforts since its IPO, raising doubts about long-term value focus [18][20].

Group 1 - The report from Daiwa expresses a negative outlook on the mainland solar industry, suggesting that market expectations for industry profitability in 2025 are overly optimistic, which may pose risks to stock prices [1] - Daiwa maintains an "Outperform" rating on Daqo New Energy, believing the company has long-term investment value as its net cash value exceeds its market capitalization [1] - The rating for Xinyi Energy is set to "Hold," with a target price raised to HKD 0.9 [1] Group 2 - Both Flat Glass Group and Xinyi Solar are rated "Underperform," with Flat Glass Group's earnings forecasts for 2024 to 2026 cut by 19% to 36%, and Xinyi Solar's earnings per share forecasts reduced by 8% to 16% [1]

Core Insights - The report highlights a significant decline in domestic photovoltaic (PV) installations in October 2025, with new installations at 12.6GW, representing a year-on-year decrease of 38.3% but a month-on-month increase of 30.4% [1] - Cumulative PV installations from January to October 2025 reached 252.87GW, showing a year-on-year growth of 39.5% [1] - The inverter export value in October 2025 was 4.82 billion yuan, reflecting a year-on-year increase of 3.4% but a month-on-month decline of 5.2% [1] Domestic PV Installations - In October 2025, new domestic PV installations were recorded at 12.6GW, down 38.3% year-on-year and up 30.4% month-on-month [1] - Cumulative new PV installations from January to October 2025 totaled 252.87GW, marking a 39.5% increase compared to the same period last year [1] Component Exports - The export value of PV components in October 2025 was 16.08 billion yuan, up 4.9% year-on-year but down 19.5% month-on-month [1] - Cumulative component exports from January to October 2025 reached 168.26 billion yuan, a decrease of 11.8% year-on-year [1] - The export volume of PV components in October 2025 was 19.4GW, reflecting a year-on-year increase of 3.3% but a month-on-month decrease of 24.3% [1] Inverter Exports - The total inverter export value for the first ten months of 2025 was 53.31 billion yuan, showing a year-on-year increase of 7.2% [2] - In October 2025, the export value of inverters to Europe was 1.7 billion yuan, down 9.8% year-on-year and 9.9% month-on-month [2] - Exports to Asia were 1.5 billion yuan, up 7.1% year-on-year but down 11.5% month-on-month [2] Solar Power Generation - Solar power generation in October 2025 increased by 5.9% year-on-year, with a total output of 39.37 billion kWh [2] - The share of solar power in the total industrial power generation was 4.77%, with a slight decrease of 0.86 percentage points month-on-month [2] - Total power generation in October 2025 was 800.2 billion kWh, reflecting a year-on-year increase of 7.9% [2] Recommended Companies - Companies recommended for investment include Aiko Solar, Longi Green Energy, Daqo New Energy, and others focusing on various segments of the solar industry [3]

Core Insights - The report highlights the significant developments in the commercial aerospace sector, indicating a potential turning point for large-scale growth with the upcoming launch of China's first reusable rocket, Zhuque-3, expected in early December 2025 [6][8] - The solar energy industry is facing challenges, with a notable decline in new installations and fluctuating export figures for solar components and inverters, reflecting a complex market environment [7][9] Industry Commentary: Communication - The commercial aerospace sector is poised for growth with the launch of Zhuque-3, a reusable rocket designed for multiple missions, which could enhance China's capabilities in low Earth orbit satellite internet construction [6] - The establishment of a dedicated regulatory body for commercial aerospace in China aims to ensure safety while unlocking the industry's potential, with over 600 companies currently operating in this space [8] Industry Commentary: Solar Energy - In October 2025, China's new solar installations dropped to 12.6 GW, a year-on-year decrease of 38.3%, although there was a month-on-month increase of 30.4% [9] - Cumulative solar installations from January to October 2025 reached 252.87 GW, reflecting a year-on-year growth of 39.5% [9] - The export value of solar components in October was 16.08 billion yuan, showing a year-on-year increase of 4.9% but a month-on-month decline of 19.5% [9][10] Company Commentary: Yongtai Energy - Yongtai Energy's Haizetang coal mine project is ahead of schedule, with significant progress reported in construction and operational readiness, expected to positively impact the company's performance [11][13] - The company has announced a share repurchase plan, aiming to enhance shareholder value and confidence, with a budget of 30 million to 50 million yuan for the buyback [13][14] - Forecasted net profits for Yongtai Energy are projected to be 378 million yuan, 757 million yuan, and 1.66 billion yuan for the years 2025 to 2027, respectively, reflecting a strong growth trajectory [15]