上海市锦天城（深圳）律师事务所 关于上海派能能源科技股份有限公司 2025年第一次临时股东会的 法律意见书 地址：深圳市福田中心区福华三路卓越世纪中心 1 号楼 21/22/23 层 电话：0755-82816698 传真：0755-82816898 上海市锦天城（深圳）律师事务所 法律意见书 上海市锦天城（深圳）律师事务所 关于上海派能能源科技股份有限公司 2025 年第一次临时股东会的法律意见书 致：上海派能能源科技股份有限公司 上海市锦天城（深圳）律师事务所（下称"本所"）接受上海派能能源科技股 份有限公司（下称"公司"）的委托，指派律师出席公司 2025 年第一次临时股东 会（下称"本次股东会"），并根据《中华人民共和国公司法》（下称"《公司法》"）、 《上市公司股东会规则》（下称"《股东会规则》"）等法律、法规和规范性文件 及公司现行章程（下称"《公司章程》"）的有关规定，就本次股东会的召集和召 开程序、召集人资格、出席和列席会议人员资格、表决程序及表决结果等事宜发 表法律意见。 一、本次股东会召集和召开程序 为召开本次股东会，公司董事会于 2025 年 9 月 30 日在《公司章程》规定的 信息披 ...

Core Insights - The global new energy storage market is experiencing sustained high growth, with China having 713 new energy storage projects connected to the grid by Q3 2025, totaling a capacity of 32.737 GW/84.922 GWh [2] - In Q3 2025, the global energy storage battery shipment volume was approximately 165-180 GWh, with energy storage system shipments around 90-105 GWh, indicating a robust industry outlook [2] Company Summaries - **Tesla**: In Q3, Tesla's energy and storage business generated $3.42 billion in revenue, a 44% year-on-year increase, accounting for over 12% of total revenue. The gross margin was 24.4%, significantly higher than the automotive business at 18.7%. The storage installation volume reached 12.5 GWh, an 81% increase year-on-year, with a total deployment of 32.5 GWh for the first three quarters [3] - **Sungrow Power Supply**: The company is confident in achieving its annual energy storage shipment target of 40-50 GWh. In the first half of 2025, it shipped nearly 28 GWh, with a projected increase in the second half. The revenue from energy storage systems in the first half was 17.802 billion yuan, a 127.78% year-on-year growth, with a gross margin of 39.92% [9] - **CATL (Contemporary Amperex Technology Co., Limited)**: In Q3, CATL's total shipments were nearly 180 GWh, with energy storage battery shipments estimated at around 36 GWh. The company is currently at full production capacity, and new capacity is expected to alleviate delivery bottlenecks in the next 1-2 quarters [10] - **EVE Energy**: In the first three quarters of 2025, EVE Energy's energy storage battery shipments reached 48.41 GWh, surpassing its power battery shipments. The company reported a total revenue of 45.002 billion yuan, a 32.17% year-on-year increase, with Q3 revenue of 16.83 billion yuan, up 35.85% [13] - **Pylon Technologies**: The company achieved a sales volume of 2,405 MWh in the first three quarters of 2025, a 142.44% increase year-on-year. In Q3 alone, sales reached 1,078 MWh, a 156.06% increase. The revenue for the first three quarters was 2.013 billion yuan, a 42.52% increase [14]

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Insights - The company reported a significant year-on-year increase in sales for Q3, with a 156% growth in sales volume compared to the same quarter last year [8] - The company's revenue for the first three quarters of 2025 reached 2.01 billion yuan, a 42.5% increase year-on-year, while the net profit attributable to shareholders was 50.5 million yuan, up 28% year-on-year [8] - The report anticipates that the company's sales volume for the entire year could exceed 4 GWh, representing a growth of approximately 170% [8] - The company is expected to recover gradually from impairment and exchange rate impacts, with net profit forecasts for 2025-2027 adjusted to 1.0 billion, 5.0 billion, and 7.2 billion yuan respectively, reflecting year-on-year growth rates of 150%, 384%, and 45% [8] Financial Performance Summary - For Q3 2025, the company's revenue was 860 million yuan, with a gross margin of 21.1% and a net profit margin of 3.9% [8] - The average selling price per watt-hour in Q3 was 0.9 yuan, with a unit profit of approximately 0.03 yuan per watt-hour, indicating a sequential improvement [8] - The company's operating cash flow for the first three quarters of 2025 was 360 million yuan, a decrease of 46.9% year-on-year [8] - The total revenue forecast for 2025 is 3.23 billion yuan, with a projected P/E ratio of 152.22 [1][9]

Core Viewpoint - Shanghai Pylon Energy Technology Co., Ltd. (Pylon Technology) reported steady growth in its operations for Q3 2025, with a quarterly revenue of 863 million yuan, representing a year-on-year increase of 56.13% and a sales volume of 1078 MWh, up 156.06% year-on-year [1] Group 1: Financial Performance - The company's sales growth is attributed to the recovery of traditional international home storage markets, continuous expansion in emerging markets, breakthroughs in domestic and international commercial storage businesses, and steady growth in sodium batteries and shared battery swapping services [1] - In the first half of 2025, Pylon Technology achieved a sales volume of 1328 MWh, and by the end of Q3, the cumulative sales volume reached 2405 MWh, marking a year-on-year increase of 142.44% [1] Group 2: Research and Development - Pylon Technology has made significant breakthroughs in key technologies in the first half of 2025, successfully launching several high-performance solutions [2] - The company released a battery power optimizer for grid-type long-duration energy storage systems, which supports the construction of ultra-large storage systems of 4.5 MW/18 MWh, enhancing operational reliability, safety, and maintenance convenience [2] Group 3: Capacity Expansion - Pylon Technology announced adjustments to its fundraising investment projects, particularly focusing on a new 2 GWh energy storage battery and integration project, which is designed to meet flexible production requirements and cater to the rapidly growing storage market [2]

Group 1: Economic and Policy Developments - The 20th Central Committee of the Communist Party of China proposed major goals for the "15th Five-Year Plan" period, focusing on building a modern industrial system and strengthening the real economy [1] - The Ministry of Commerce expressed strong dissatisfaction with the EU's unilateral sanctions against Chinese companies, emphasizing the negative impact on China-EU economic cooperation and global energy security [1] Group 2: Company Announcements - Anshi Semiconductor (China) stated that decisions made by its Dutch headquarters regarding personnel changes do not have legal effect in China, and its operations remain normal [2] - China Rare Earth Group emphasized strict implementation of export control policies and the importance of production stability and technological innovation [2] - New Lai Materials announced a planned investment of 2 billion yuan in a semiconductor core component project, expected to generate over 1.5 billion yuan in annual output after reaching production capacity [2][8] Group 3: Financial Performance - EVE Energy reported a third-quarter net profit of 1.211 billion yuan, a year-on-year increase of 15.13%, with a 66.98% increase in power battery shipments for the first three quarters [3] - Tuowei Information reported a third-quarter net profit of 26.04 million yuan, a significant year-on-year increase of 852% [4] - Juhua Co. reported a third-quarter net profit of 1.197 billion yuan, a year-on-year increase of 186.55%, driven by rising refrigerant prices [5] - Huichuan Technology reported a net profit increase of 27% year-on-year for the first three quarters, with significant sales in general automation and new energy sectors [6] - Shengyi Electronics projected a net profit of 1.074 billion to 1.154 billion yuan for the first three quarters, representing a year-on-year increase of 476% to 519% [7] - Pylon Technologies reported a third-quarter net profit of 33.94 million yuan, a year-on-year increase of 94%, driven by growth in energy storage and battery businesses [6] - Huanwu Co. reported a third-quarter net profit of 24.32 million yuan, a year-on-year increase of 4202%, with significant growth in wind power brake products [10]

Macro Economy - The main goals for economic and social development during the "14th Five-Year Plan" period include significant improvements in economic strength, technological capability, national defense, comprehensive national power, and international influence by 2035, with per capita GDP reaching the level of moderately developed countries [2] - The Chinese government will hold a press conference on October 24 to introduce and interpret the spirit of the 20th Central Committee's Fourth Plenary Session [2] - The U.S. has lost its position as Germany's largest trading partner, with China now taking that role, as Germany's exports to the U.S. fell by 6.5% year-on-year [2] Industry Trends - International gold prices have reached new highs, prompting several banks to raise the minimum purchase threshold for gold accumulation from approximately 650 yuan to between 950 and 1200 yuan [4] - As of the end of Q3, the total number of existing financial products in the market reached 43,900, a year-on-year increase of 10.01%, with a total scale of 32.13 trillion yuan, up 9.42% year-on-year [4] - Goldman Sachs maintains its forecast that gold prices will reach $4,900 per ounce by the end of 2026, citing increasing interest in gold as a strategic investment diversification tool [4] - In September, China's total electricity consumption was 8,886 billion kWh, a year-on-year increase of 4.5% [5] - The global battery shipment volume's top 10 companies include six Chinese firms, accounting for 69% of total shipments [4] Company Dynamics - Alibaba's first self-developed AI glasses, Quark AI glasses, will be available for pre-sale on October 24, priced at 3,699 yuan for 88VIP members and 3,999 yuan for regular consumers [6] - Tesla reported Q3 revenue of $28.1 billion, a year-on-year increase of 12%, with a gross margin of 18% [7] - OpenAI has recruited over 100 former investment banking employees to assist in training AI models for financial modeling skills [6] - The China Rare Earth Group has stated it will strictly implement export control policies [9] - Hu Silicon Industry announced that the National Integrated Circuit Industry Investment Fund plans to reduce its stake in the company by no more than 2% [8]

Core Viewpoint - The company reported significant growth in revenue and net profit for the third quarter of 2025, driven by strong sales in both domestic and international markets, particularly in energy storage solutions [7][8]. Financial Performance - For the first three quarters of 2025, the company achieved operating revenue of 2,012.56 million yuan, a year-on-year increase of 42.52% - The net profit attributable to shareholders was 47.85 million yuan, up 28.05% - In the third quarter alone, operating revenue reached 863.22 million yuan, reflecting a 56.13% year-on-year growth, while net profit surged to 33.94 million yuan, marking a 94.01% increase [7]. Sales Volume - The company sold 2,405 MWh in the first three quarters of 2025, representing a 142.44% increase year-on-year - In the third quarter, sales reached 1,078 MWh, a 156.06% increase compared to the same period last year - Growth was attributed to the recovery of traditional markets, expansion in emerging markets, and breakthroughs in domestic and international commercial energy storage [7]. Shareholder Activity - The controlling shareholder, ZTE New Communications Co., Ltd., increased its stake in the company by purchasing 750,000 shares for 26.76 million yuan on April 22, 2025 - The shareholder plans to continue buying shares within a range of 50 million to 100 million yuan over the next 12 months, without setting a price range for the purchases [8][9]. Asset Impairment Provision - The company recognized a total impairment provision of 25.21 million yuan for the third quarter of 2025, which includes 18.07 million yuan for credit impairment losses and 7.13 million yuan for asset impairment losses - This provision reflects the company's adherence to accounting standards and aims to present a fair view of its financial status as of September 30, 2025 [13][16]. Supervisory Approval - The supervisory board approved the company's third-quarter report and the asset impairment provision, confirming that the procedures followed were in compliance with relevant laws and regulations [22][26].

Industry News - The European Union has included Chinese companies in its 19th round of sanctions against Russia, prompting a response from the Chinese Ministry of Commerce, which stated that necessary measures will be taken to protect the legitimate rights and interests of Chinese enterprises [4][5] - The U.S. stock market saw a collective rise, with major indices increasing, and international crude oil futures settling up over 5% [5][12] - ByteDance's Seed team launched a 3D generative model, Seed3D 1.0, capable of creating high-quality simulation-level 3D models from a single image [6] - The Ministry of Commerce reported that as of October 22, applications for the 2025 vehicle trade-in subsidy exceeded 10 million, with over 3.4 million vehicles scrapped and over 6.6 million vehicles replaced [7] Company News - Hu Silicon Industry announced that the National Integrated Circuit Industry Investment Fund plans to reduce its stake in the company by no more than 2% [8] - Anshi Semiconductor stated that decisions made by its Dutch headquarters are not legally effective in China, and its executive Zhang Qiuming's position remains unchanged [8] - China Rare Earth Group emphasized strict implementation of export control policies [8] - Guo Xin Energy announced that shareholder Hongzhan Real Estate intends to reduce its stake by no more than 2.07% [8] - Colin Electric reported a 1438% year-on-year increase in net profit for the third quarter [8] - Hwa Woo Co. announced a 4202% year-on-year increase in net profit for the third quarter, with a notable recovery in the gross profit margin of wind power brake products [8] - Shengyi Technology projected a 76%-79% year-on-year increase in net profit for the first three quarters, driven by increased revenue from copper-clad laminate products [8] - Pylon Technologies reported a 94.01% year-on-year increase in net profit for the third quarter, with rapid growth in commercial energy storage and sodium battery businesses [8] - Te Yi Pharmaceutical announced a 985% year-on-year increase in net profit for the first three quarters, with significant growth in sales revenue of traditional Chinese medicine products [8] - Yinglian Co. reported a 1573% year-on-year increase in net profit for the first three quarters [9] - Juhua Co. announced a 187% year-on-year increase in net profit for the third quarter, attributed to rising prices of refrigerant products [9]

Core Insights - The company reported a significant increase in revenue and net profit for the third quarter of 2025, indicating strong financial performance [2] Financial Performance - The company achieved a revenue of 863,219,833.41 yuan in the third quarter of 2025, representing a year-on-year growth of 56.13% [2] - The net profit attributable to shareholders of the listed company was 33,939,747.32 yuan, showing a year-on-year increase of 94.01% [2]

Core Viewpoint - The company announced a significant impairment loss for the third quarter of 2025, reflecting a cautious approach to financial reporting and asset valuation [2] Financial Performance - For the third quarter of 2025, the company recognized a total impairment loss of approximately RMB 25,208,264.47 [2]