北京大成（广州）律师事务所 关于广东明阳电气股份有限公司 2024 年股票期权激励计划行权价格调整的 法律意见书 北京大成（广州）律师事务所 guangzhou.dachenglaw.com 中国广州市珠江新城珠江东路 6 号广州周大福金融中心 14 层、15 层 14/F、15/F,CTFFinanceCentre,No.6ZhujiangEastRoad,ZhujiangNewTown, Guangzhou, Guangdong, China Tel:+8620-85277000 Fax:+8620-85277002 dentons.cn 释义 在本法律意见书中，除非另有说明，下列简称具有如下规定的含义： 北京大成（广州）律师事务所 关于广东明阳电气股份有限公司 2024 年股票期权激励计划行权价格调整的 法律意见书 大成证字[2025]第 237 号 致：广东明阳电气股份有限公司 北京大成（广州）律师事务所接受广东明阳电气股份有限公司的委托，作 为其实施 2024 年股票期权激励计划的专项法律顾问，为本次激励计划相关事 项出具本法律意见书。 本所律师依据《公司法》《证券法》《管理办法》《上市规则》《自律 ...

Financial Performance - The company's operating revenue for Q3 2025 reached ¥1,725,612,832.68, representing a 6.69% increase year-over-year, while the year-to-date revenue was ¥5,200,400,784.42, up 27.14% compared to the same period last year[4] - Net profit attributable to shareholders for Q3 2025 was ¥161,127,515.12, a decrease of 14.90% year-over-year, with a year-to-date net profit of ¥467,525,181.26, reflecting a 7.31% increase[4] - The basic earnings per share for Q3 2025 was ¥0.52, down 14.75% from the previous year, while the diluted earnings per share also stood at ¥0.52[4] - Total operating revenue for the current period reached ¥5,200,400,784.42, an increase of 27.2% compared to ¥4,090,330,297.96 in the previous period[22] - Net profit for the current period was ¥467,525,181.26, representing a growth of 7.0% from ¥435,670,810.83 in the previous period[23] - Basic and diluted earnings per share increased to ¥1.50, compared to ¥1.40 in the prior period[23] Assets and Liabilities - The company's total assets as of the end of Q3 2025 amounted to ¥9,364,864,850.39, a slight increase of 0.29% from the end of the previous year[4] - Non-current assets totaled ¥2,000,048,445.16, compared to ¥1,521,739,035.93 in the previous period, reflecting a growth of 31.4%[18] - Total assets increased slightly to ¥9,364,864,850.39 from ¥9,337,535,445.27, indicating a marginal growth of 0.3%[19] - Total liabilities decreased to ¥4,453,118,201.99 from ¥4,665,553,541.75, a reduction of 4.5%[19] - Owner's equity rose to ¥4,911,746,648.40, up from ¥4,671,981,903.52, marking an increase of 5.1%[19] Cash Flow - Cash flow from operating activities showed a significant decline, with a net outflow of ¥426,721,353.50, marking a 149.93% decrease compared to the same period last year[11] - Net cash flow from operating activities was -426,721,353.50, compared to -170,733,627.81 in the previous period, indicating a decline[26] - Total cash inflow from investment activities was 1,453,944,127.20, significantly up from 57,775,607.17 in the prior period[26] - Cash outflow from investment activities totaled 2,026,382,722.61, compared to 1,053,997,506.91 previously, leading to a net cash flow of -572,438,595.41 from investments[26] - Cash inflow from financing activities was 114,538,510.66, down from 194,413,174.74 in the last period[26] - Net cash flow from financing activities was -247,161,612.34, compared to -219,713,046.52 previously, indicating increased cash outflows[26] - The net increase in cash and cash equivalents was -1,246,282,718.67, compared to -1,386,668,574.07 in the prior period[26] - The ending balance of cash and cash equivalents was 1,166,030,516.52, down from 1,602,441,310.26 previously[26] Shareholder Information - The total number of common shareholders at the end of the reporting period is 22,698[12] - The largest shareholder, Zhongshan Mingyang Electric Co., Ltd., holds 41.82% of shares, totaling 130,574,010 shares, with 46,300,000 shares pledged[12] - The total number of preferred shareholders with restored voting rights is 0[12] - The company has a total of 150,893,345 shares under lock-up conditions, with the majority set to be released by December 30, 2026[14] - The top ten shareholders collectively hold a significant portion of the company's equity, indicating concentrated ownership[13] - The company has not reported any changes in the participation of major shareholders in margin trading activities[13] Expenses - The company reported a 35.77% increase in management expenses, totaling ¥126,330,318.72, primarily due to business scale growth and increased personnel compensation[9] - Financial expenses decreased by 56.61% to -¥7,118,339.48, attributed to increased investment in fundraising projects and reduced interest income[9] - The company experienced a 134.25% increase in credit impairment losses, amounting to -¥80,061,714.93, due to business scale growth and an increase in receivables[9] - Research and development expenses for the current period were ¥158,596,372.76, compared to ¥137,757,915.36 in the previous period, reflecting an increase of 15.1%[22] - Cash paid for purchasing goods and services was 3,614,473,797.95, up from 2,727,789,906.80 in the previous period[26] - Cash paid to employees increased to 480,154,417.93 from 340,263,134.08, reflecting higher labor costs[26] - Cash paid for taxes was 253,057,859.47, compared to 145,249,009.46 in the prior period, indicating an increase in tax obligations[26] Inventory and Receivables - Accounts receivable increased from 2,834,378,619.63 CNY to 3,323,545,125.76 CNY, representing a growth of about 17.3%[17] - Inventory rose from 1,088,815,392.35 CNY to 1,137,734,185.66 CNY, an increase of approximately 4.5%[17] - The total current assets decreased from 7,815,796,409.34 CNY to 7,364,816,405.23 CNY, a reduction of about 5.8%[17]

Core Viewpoint - Mingyang Electric has seen a stock price increase of 5.24%, reaching 51.25 CNY per share, with a total market capitalization of 16 billion CNY as of October 29 [1] Group 1: Company Overview - Mingyang Electric, established on November 27, 2015, is located in Zhongshan, Guangdong Province, and was listed on June 30, 2023 [1] - The company specializes in the research, production, and sales of power distribution and control equipment for the renewable energy and new infrastructure sectors [1] - Revenue breakdown: box-type substations (53.70%), transformers (16.36%), complete switchgear (14.76%), others (13.51%), and additional (1.66%) [1] Group 2: Fund Holdings - According to data, the ICBC Credit Suisse Fund has a significant holding in Mingyang Electric, with the ICBC Lingdong Value Mixed A Fund (010744) owning 299,900 shares, representing 2.4% of the fund's net value [2] - The fund has realized a floating profit of approximately 764,700 CNY as of the report date [2] - The ICBC Lingdong Value Mixed A Fund was established on December 25, 2020, with a current size of 562 million CNY and a year-to-date return of 23.89% [2] Group 3: Fund Manager Information - The fund manager of ICBC Lingdong Value Mixed A is Lv Yan, who has been in the position for 2 years and 291 days [3] - The total asset size managed by Lv Yan is 3.455 billion CNY, with the best fund return during his tenure being 28.96% and the worst being 5.45% [3]

Group 1: Power Equipment Industry Overview - The domestic power grid investment has shown rapid growth, with a total investment of 379.6 billion yuan from January to August 2025, representing a year-on-year increase of 14.0%, driven by the significant rise in new energy installed capacity and the demand for ultra-high voltage and distribution network construction [3][13][21] - The bidding amount for the first four batches of ultra-high voltage equipment by the State Grid reached 68.179 billion yuan, a year-on-year increase of 22.9%, indicating a strong growth momentum in the power equipment sector [3][13][19] - The overseas market for power equipment remains robust, with transformer exports totaling 5.338 billion USD from January to August 2025, reflecting a year-on-year growth of 38.0%, driven by demand from North America and other regions [4][33][36] Group 2: Industrial Control Sector - The industrial control market is gradually recovering, with the OEM market experiencing a rebound due to the recovery of emerging industries, while traditional industries show signs of weak recovery [5][12] - In the first half of 2025, revenue and profit for industrial control companies have shown marginal improvement, indicating a positive trend towards recovery [5][12] - The market share is expected to concentrate towards leading domestic industrial control enterprises, which will support the industry's upward trajectory [5][12] Group 3: AI-Driven Demand and Investment - The rise of AI is expected to significantly boost power demand, with the U.S. projected to invest between 170 billion to 340 billion USD in data center power generation, grid, and storage by 2030 [39][40] - Major AI companies are anticipated to increase capital expenditures, with overseas firms expected to reach 336.373 billion USD in 2025, a year-on-year increase of 54.82% [52][53] - The shift from traditional data centers to intelligent computing centers (AIDC) is driving the need for enhanced power supply and infrastructure, as AI applications require substantial computational resources [51][58]

Group 1: Market Performance - The electric equipment and new energy sector increased by 4.90% this week, ranking 3rd in terms of performance, outperforming the Shanghai Composite Index [1][2] - The lithium battery index saw the highest increase at 7.05%, while the wind power index had the smallest increase at 0.62% [1][2] Group 2: New Product Launches - Ruipu Lanjun launched multiple strategic new products covering energy storage, commercial vehicles, and passenger vehicles on October 23, 2025 [2] - In the energy storage sector, new cells of 392Ah and 588Ah were introduced, along with a 6.25MWh system achieving an energy efficiency of 35.5% [2] - The passenger vehicle segment featured a hybrid battery capable of 80% charge in 10 minutes and over 4500 cycles, while the commercial vehicle solutions included a 600kWh battery box and a 455kWh battery cluster [2] Group 3: Export Data - In September 2025, China's inverter exports amounted to 5.085 billion yuan, showing a year-on-year increase of 4.96% but a month-on-month decrease of 19.21% [3] - From January to September 2025, total inverter exports reached 48.487 billion yuan, reflecting a year-on-year growth of 7.54% [3] - The Australian market experienced significant growth, with a monthly export value of 447 million yuan, up 306% year-on-year [3] Group 4: Electricity Consumption - In September 2025, the total electricity consumption in society was 888.6 billion kWh, representing a year-on-year growth of 4.5% [4] - From January to September 2025, cumulative electricity consumption reached 7,767.5 billion kWh, with a year-on-year increase of 4.6% [4] - The first industry saw a 10.2% increase in electricity consumption, while the second and third industries grew by 3.4% and 7.5%, respectively [4]

Investment Rating - The report maintains a "Buy" rating for key companies in the electric equipment and new energy sector, including Ningde Times, Kodali, and others, based on their strong growth potential and market positioning [7]. Core Insights - The electric equipment and new energy sector experienced a weekly increase of 4.90%, outperforming the Shanghai Composite Index, with lithium battery indices showing the highest growth at 7.05% [3]. - The report highlights the launch of multiple strategic new products by Ruipu Lanjun, covering energy storage, commercial vehicles, and passenger vehicles, showcasing the company's commitment to innovation and market expansion [4][11]. - In September, China's inverter exports reached 5.085 billion yuan, marking a year-on-year increase of 4.96%, driven by strong demand in markets like Australia [5][29]. - The total electricity consumption in China for September was 888.6 billion kWh, reflecting a year-on-year growth of 4.5%, with significant contributions from various industrial sectors [6][42]. Summary by Sections New Energy Vehicles - Ruipu Lanjun launched several strategic products in energy storage and vehicles, including a 6.25MWh energy storage system with a high efficiency of 35.5% and a 4C fast-charging battery for passenger vehicles [4][11]. - The company aims to leverage its parent company's resources and technological innovations to enhance its market position [11]. New Energy Generation - Inverter exports in September totaled 5.085 billion yuan, with a notable increase in the Australian market, which saw a year-on-year growth of 306% [5][29]. - The report also notes a significant increase in battery component exports, indicating robust demand in the international market [29]. Electric Equipment and Industrial Control - The total electricity consumption for the first nine months of 2025 reached 77,675 billion kWh, with a year-on-year growth of 4.6%, driven by industrial and residential demand [6][42]. - The report emphasizes the importance of digitalization and smart grid investments in the electric equipment sector, recommending companies involved in these areas [50][54]. Market Performance - The report indicates that the electric equipment and new energy sector is expected to continue its upward trend, supported by favorable policies and market demand [3][6].

Core Viewpoint - The power grid equipment sector is entering a "golden era" driven by the dual forces of AI computing power and energy revolution [1] Group 1: Market Performance - Recent performance of power grid equipment stocks has been strong, with significant increases in companies like Guodian Nanzi, Zhiguang Electric, and others [3] - The power grid equipment ETF (159326.SZ) has seen a cumulative increase of over 40% from April 8 to October 21, comparable to some technology ETFs [3] Group 2: Investment Logic 1. Accelerated Construction of New Power Systems - China is rapidly building a new power system centered on renewable energy, leading to an expansion in investment scale [5] - National Grid's investment is expected to exceed 650 billion yuan by 2025, with Southern Grid's investment at 175 billion yuan, totaling 825 billion yuan, a historical high [5] - The focus on ultra-high voltage projects is significant, with an expected investment of 112 billion yuan in 2023, a 34% increase year-on-year [5] - Recent procurement announcements for ultra-high voltage projects indicate ongoing investment momentum [5] 2. Explosive Demand for Energy Storage and Charging Infrastructure - Recent policies have provided substantial support for the power grid equipment sector [6] - The new energy storage action plan aims for 180 million kilowatts of installed capacity by 2027, driving demand for storage converters and battery management systems [6] - The electric vehicle charging infrastructure plan targets 28 million charging facilities by 2027, significantly increasing demand for high-power fast charging equipment [6] 3. Global Demand Growth and Export Opportunities - Aging overseas power grids and the transition to renewable energy are creating replacement demand for equipment, with Chinese companies gaining market share due to cost advantages [7] - Power equipment exports reached $15.03 billion from January to August 2025, a 23% year-on-year increase, with transformers showing a 41% increase in exports [7] - Chinese companies have secured large transformer orders in the Middle East, with leading firms like Siyuan Electric and TBEA seeing a rise in export revenue [8] - The International Energy Agency predicts global power grid investment will reach $600 billion by 2030, presenting significant opportunities for Chinese equipment manufacturers [8]

Core Insights - The three major indices opened higher, with the Shanghai Composite Index recovering above 3900 points and the ChiNext leading the gains, driven by active trading in AI hardware and the Apple supply chain [1][3] Group 1: Market Performance - The ChiNext Composite Enhanced ETF (159292) closed up 2.12%, marking two consecutive days of gains, with a trading volume of 8.5 million yuan [1] - Major stocks in the ChiNext saw significant increases, with Yachuang Electronics rising over 16% and several others, including Mingyang Electric and Blok Technology, gaining over 5% [1] - The top ten weighted stocks in the index saw a 90% increase, with leading optical module stocks like Xinyi Technology and Zhongji Xuchuang rising by 10.99% and 9.55% respectively [1] Group 2: Industry Trends - The optical module industry is experiencing explosive growth, with Citigroup raising its 2026 global demand forecast for 1.6T optical modules from 8 million to over 20 million units, a 150% increase [3] - The demand surge is driven by the deployment of Nvidia's GB300 and Rubin platforms, leading to increased bandwidth needs and accelerated production of 1.6T products [3] - Guotai Junan Securities remains optimistic about the configuration value of optical modules, noting that the industry is still in a growth phase with no signs of slowdown [3] Group 3: Apple Supply Chain - The Apple supply chain showed strong performance, with the Apple Index rising over 3%, influenced by positive movements in the U.S. stock market and strong sales of the iPhone 17 series [3] - The optimism in the market is attributed to Apple's stock reaching new highs and alleviated concerns over a potential government shutdown [3] Group 4: Investment Opportunities - UBS upgraded the rating of Chinese tech stocks to the most attractive, predicting a nearly 40% growth in earnings per share by 2026 [4] - The report highlights the potential for foreign investment in the Chinese market, given the relatively lower valuations compared to global markets and expectations of continued interest rate cuts by the Federal Reserve [4] Group 5: ETF Advantages - The ChiNext Composite Enhanced ETF (159292) offers advantages such as exposure to high-growth sectors, low investment thresholds, and a strategy aimed at achieving excess returns through a quantitative multi-factor stock selection model [5][6]

Market Performance - The grid equipment sector increased by 2.14% on the previous trading day, with Zhiguang Electric leading the gains [1] - The Shanghai Composite Index closed at 3916.33, up 1.36%, while the Shenzhen Component Index closed at 13077.32, up 2.06% [1] Stock Highlights - Zhiguang Electric (002169) closed at 8.12, with a rise of 10.03% and a trading volume of 567,100 shares, amounting to a transaction value of 439 million yuan [1] - Guodian Nanzi (600268) closed at 12.78, up 9.98%, with a trading volume of 812,900 shares, totaling 1.004 billion yuan [1] - Mingyang Electric (301291) closed at 51.10, increasing by 7.76%, with a trading volume of 150,000 shares, amounting to 744 million yuan [1] - Siyuan Electric (002028) closed at 122.85, up 7.32%, with a trading volume of 169,500 shares, totaling 2.058 billion yuan [1] Capital Flow - The grid equipment sector saw a net inflow of 389 million yuan from institutional investors, while retail investors contributed a net inflow of 483 million yuan [2] - The sector experienced a net outflow of 871 million yuan from speculative funds [2] Individual Stock Capital Flow - TBEA (600089) had a net inflow of 48.6 million yuan from institutional investors, while it faced a net outflow of 291 million yuan from speculative funds [3] - Zhiguang Electric (002169) recorded a net inflow of 80.61 million yuan from institutional investors, with a net outflow of 34.29 million yuan from speculative funds [3] - Mingyang Electric (301291) had a net inflow of 63.72 million yuan from institutional investors, but faced a net outflow of 80.21 million yuan from speculative funds [3]

Group 1 - A-shares experienced a strong rebound on October 21, with the only electric grid equipment ETF (159326) rising by 2% and achieving a trading volume of 60.92 million yuan, indicating increased market attention on the sector [1] - Key stocks in the electric grid equipment sector, such as Guodian Nanzi and Zhiguang Electric, hit the daily limit, while Siyuan Electric surged over 7%, reflecting positive market sentiment [1] - The National Development and Reform Commission released a three-year action plan on October 15, aiming to double the service capacity of electric vehicle charging facilities by 2025, which includes upgrading the distribution network [1] Group 2 - The plan emphasizes integrating charging facility demands into distribution network planning, focusing on urban core areas, highway service areas, transportation hubs, and old residential communities [1] - Recently, the State Grid initiated a bidding process for ultra-high voltage projects, including the Mengxi-Beijing-Tianjin-Hebei and Tibet-Guangdong projects, with dynamic investments of 17.178 billion yuan and 53.168 billion yuan respectively [1] - According to Everbright Securities, by 2025, a unified national electricity market is expected to be established, with significant developments in cross-province transmission channels, digitalization, carbon markets, and electricity market construction [2] Group 3 - The electric grid equipment ETF (159326) tracks the CSI Electric Grid Equipment Theme Index, with a strong representation in sectors such as transmission and transformation equipment, grid automation, and distribution equipment [2] - The ultra-high voltage segment holds a significant weight of 63% in the ETF, the highest in the market, with top holdings including industry leaders like Guodian Nanzi, Tebian Electric, and Siyuan Electric [2]