2025 年第二次临时股东会召开的法律意见书 北京市海间律师事务所关于华能国际电力股份有限公司 见证律师: 下 量 中津宁 负 责 人:张继平 2025年12月23日 海问律师事务所 HAIWEN & PARTNERS Huan Central Road, Chaoyang District, Beijing 100020, China +86 10) 8560 6888 传真(Fax)· (+86 10) 8560 6999 www.haiwen-law com 北京 BEIJING ｜上海 SHANGHAI ｜深圳 SHENZHEN ｜香港 HONG KONG ｜成都 CHENGDU 致:华能国际电力股份有限公司 本所作为贵公司的常年法律顾问,应贵公司要求,根据《中华人民共和国证 券法》、《中华人民共和国公司法》(以下统称"有关法律")及《华能国际电力股份 有限公司章程》(以下称"公司章程")的规定,就贵公司于 2025 年 12 月 23 日召 开的 2025 年第二次临时股东会(以下称"本次会议")的召开出具本法律意见书。 本所律师根据《中华人民共和国证券法》的要求,按照律师行业公认的业务 标准、道德 ...

原标题：潮涌海之南 "绿"动自贸港——中国华能助力高标准建设海南自贸港综述 日前，海南自由贸易港正式启动全岛封关。海南自由贸易港成形起势，是开放中国的生动缩影。在 这片热土上，中国华能作为最早扎根海南的发电央企，坚决贯彻党中央、国务院重大部署，贯彻能源安 全新战略，始终以"建设'三色'公司 服务能源强国"的使命担当，护航自贸港能源安全稳定供应，将澎湃 绿能化作自贸港产业升级的坚实保障，化作万家灯火的无限暖意。 积极服务海南经济社会高质量发展，中国华能在琼构建起集电力、热力、贸易、保险、证券、服务 等多元产业的综合发展格局，先后设立华能海南分公司、华能昌江核电公司等多家骨干企业，发起成立 国际能源交易中心，累计在琼投资超700亿元，目前发电总装机超542万千瓦，装机容量和市场份额全省 第一，年发电量约占全省统调三分之一。海南建省以来，中国华能在琼累计发电量占海南全社会用电量 超54%。 守望相助 筑牢能源安全"压舱石" "十四五"以来，中国华能立足国资央企新职责新使命，围绕集团公司"三六六"发展战略，将海南作 为战略要地、发展高地、投资重地，充分发挥央企"三个作用"，当好"三个排头兵"，深度融入海南"三 极一带 ...

Core Viewpoint - In 2025, the number of A-share listed companies controlled by seven major state-owned enterprises in the power sector will increase to 37, with an average of more than five companies per enterprise, following the listings of Huadian New Energy and Southern Network Digital on the Shanghai and Shenzhen stock exchanges [1] Group 1: Company Listings - The number of A-share listed companies controlled by major state-owned enterprises will rise to 37, with State Grid and China Huadian having the most at 7 each [1] - Southern Power Grid's number of listed companies increased to 4 with the listings of Southern Network Technology and Southern Network Digital [1] Group 2: Management Changes - In 2025, there will be significant management changes among the listed companies controlled by the two networks and five major power generation companies, with 131 high-level personnel changes reported across 30 listed companies [1] - Specifically, there were 12 changes in chairpersons and 8 changes in general managers among the listed companies [1] Group 3: Individual Company Changes - State Grid: 36 personnel changes across 7 listed companies, including chairperson and general manager adjustments in four companies [5] - China Huadian: 34 personnel changes across 6 listed companies, with significant changes in chairpersons and general managers in three companies [58] - China Huaneng: 24 personnel changes across 4 listed companies, with new general managers appointed in three companies [38] - National Energy Group: 20 personnel changes across 5 listed companies, including chairperson and general manager changes in three companies [86]

证券研究报告 晨会 hyzqdatemark 2025 年 12 月 22 日 投资要点： 资料来源：聚源，华源证券研究所，截至2025年12月22日 华源晨会精粹 20251222 固定收益 短期制约因素突出，当前经济或仍承压——利率周报：11 月经济数据与财 政收支数据相继披露，当前经济或仍持续承压。我们认为经济运行核心矛盾仍聚焦 于"旧动能调整拖累与新动能成长并存"，消费与投资的短期压力与财政收支的低 增长态势相互呼应。从经济运行基本面看，需求端或仍承压。消费与投资双引擎若 持续乏力，可能直接影响四季度经济增速预期，预计同比增速将较三季度有所放缓。 短期制约因素尤为突出：房地产市场仍在筑底阶段，居民消费短期仍可能保持谨慎 态度。2025 年 1-11 月财政收支情况显示，财政运行呈现"收入低增、支出中央地 方分化"的特征。当前经济与财政的运行态势，与 2025 年中央经济工作会议的政策 部署形成精准呼应。会议强化内需主导作用、突出企业创新主体地位，并新增"加 大逆周期和跨周期调节力度"的表述，为后续政策发力指明了方向。明年经济或呈 现弱修复态势，财政收支平衡压力或将持续。2026 年债市行情可能好于预期 ...

Investment Rating - The report maintains an investment rating of "Recommended" for the electric new and public utility sectors [2][5]. Core Insights - The 2025 China Photovoltaic Industry Annual Conference was held, focusing on high-quality development and innovation in the photovoltaic sector [4][25]. - The wind power sector is advancing with international projects, such as the BC-Wind offshore wind project in Poland, which has a planned capacity of 390MW [4][26]. - Significant progress has been made in solid-state battery technology, enhancing the performance and stability of lithium batteries [4][27]. - The share of non-fossil energy consumption in China is expected to exceed the target of 20% during the 14th Five-Year Plan period, with substantial investments in renewable energy projects [4][27]. Industry Summary Photovoltaic Sector - The photovoltaic industry is undergoing a transformation aimed at improving quality and efficiency, with a focus on technological innovation [4][25]. - The market is experiencing price adjustments in the supply chain, with recent increases in silicon material prices and expectations for further price stability [29][30]. - The average price for N-type battery cells has risen to 0.3 RMB per watt due to increased silver prices [32]. Wind Power Sector - The domestic wind power sector saw a significant increase in installed capacity, with 8.92GW added in October 2025, representing a year-on-year growth of 34% [40]. - The BC-Wind project in Poland marks a notable international expansion for companies like 大金重工, which is manufacturing foundational components for the project [26]. Lithium Battery Sector - Research teams from Tsinghua University have made advancements in solid-state lithium metal batteries, improving their performance under high current densities and low temperatures [4][27]. Public Utility Sector - The investment in energy projects is projected to reach 3.54 trillion RMB in 2025, reflecting an 11% year-on-year growth [27]. - The transition to green and low-carbon energy is accelerating, with expectations for renewable energy to constitute over 50% of total power generation capacity by 2030 [5][27]. Investment Recommendations - The report suggests focusing on leading companies in the photovoltaic sector such as 爱旭股份 and 隆基绿能, as well as key players in the wind power and lithium battery sectors [5][43].

Investment Rating - The report maintains an "Overweight" rating for the utility sector [1] Core Insights - The 2026 National Energy Work Conference was held to summarize 2025 and outline key tasks for 2026, focusing on high-quality energy planning, energy security, green transformation, technological independence, and international cooperation [4][6] - The report emphasizes the importance of signing and fulfilling long-term electricity contracts for 2026, with specific guidelines for coal-fired power generation contracts [4] - Key industry data shows a stable increase in electricity consumption and generation, with a notable rise in renewable energy installations [4][13][21] Summary by Sections Industry Trends - The SW utility index decreased by 0.59% from December 15 to December 19, 2025, with mixed performance across sub-sectors [9] - The report highlights a 5.1% year-on-year increase in total electricity consumption for the first ten months of 2025, reaching 8.62 trillion kWh [13] - Cumulative electricity generation for the same period was 8.06 trillion kWh, reflecting a 2.3% year-on-year growth [21] Electricity Pricing - The average electricity purchase price in November 2025 was 401 RMB/MWh, down 2% year-on-year but up 2.8% month-on-month [36] Coal Pricing - As of December 19, 2025, the price of thermal coal at Qinhuangdao port was 703 RMB/ton, a decrease of 8.7% year-on-year and 5.64% week-on-week [45] Hydropower Data - The Three Gorges Reservoir's water level was 171.37 meters as of December 19, 2025, with inflow and outflow rates showing a year-on-year decrease [53][64] Investment Recommendations - The report suggests focusing on green energy companies such as Longyuan Power, Zhongmin Energy, and Three Gorges Energy, while also recommending traditional power companies like Huaneng International and Huadian International for their reliability and flexibility [4]

Market Overview - The A-share market is expected to experience a "spring rally," driven by central bank policy adjustments and significant economic data releases, with a potential upward trend in 2026[2] - The market showed a strong upward movement last week, indicating the possible start of the 2026 cross-year market rally[2] Investment Strategies - Analysts recommend focusing on growth and consumer sectors based on historical patterns and current market conditions[2] - The market's large-cap style outperformed, suggesting a transition from a liquidity-driven market to one driven by fundamentals[2] Fund Flows - A total of 28 new funds were established last week, with a combined issuance of 18.218 billion units[2] - Stock-type ETFs experienced slight outflows, primarily from TMT, financial real estate, and ChiNext theme ETFs, while broad-based ETFs saw significant inflows[2] Bond Market Insights - The total issuance of industrial bonds reached 163.31 billion yuan, a decrease of 12.44% week-on-week, accounting for 44.07% of the total credit bond issuance[2] - The REITs market saw a decline, with the weighted REITs index returning -2.74% last week, ranking lower than other major asset classes[2] Economic Data - November's economic indicators showed a further decline, with industrial production growth slowing down year-on-year, while fixed asset investment's cumulative year-on-year decline expanded[2] - The unemployment rate in the U.S. rose to 4.6% in November, attributed to government shutdown impacts, but is expected to decrease as the government reopens[2] Sector Recommendations - In the petrochemical sector, companies like CNOOC and China Oilfield Services are recommended due to their high growth potential in offshore oil and gas exploration[5] - The semiconductor materials industry is expected to expand due to increased demand for high-purity materials driven by AI computing and data center construction[5]

Investment Rating - The report maintains a positive outlook on the power and environmental sectors, indicating a favorable investment environment [1]. Core Insights - The report highlights a slowdown in electricity generation growth in November, with a total generation of 779.2 billion kWh, a year-on-year increase of 2.7%. The contribution from hydropower and wind power is significant, while thermal power shows a decline [7][9]. - Natural gas prices in the US and Europe have shown slight fluctuations, with Northeast Asia's LNG prices continuing to decline, reaching $9.50/mmBtu, the lowest since May 2024 [21][34]. - The report suggests various investment opportunities across different sectors, including thermal power, hydropower, nuclear power, green energy, and gas companies, emphasizing the importance of diversified revenue streams [19][41]. Summary by Sections 1. Electricity: November Generation Growth Slows, Hydropower and Wind Power Contribute Incrementally - November electricity generation totaled 779.2 billion kWh, with thermal power decreasing by 4.2% year-on-year, while hydropower increased by 17.1%, nuclear power by 4.7%, wind power by 22.0%, and solar power by 23.4% [7][9]. - The overall growth rate of electricity generation has slowed compared to the previous month, with hydropower and wind power contributing significantly to the incremental generation [8][9]. 2. Natural Gas: Global Gas Prices Show Minor Fluctuations, Asian and US Prices Continue to Decline - As of December 19, the Henry Hub spot price in the US was $3.58/mmBtu, down 12.10% week-on-week, while the TTF spot price in Europe was €28.10/MWh, up 2.00% [21][22]. - The report notes that the LNG ex-factory price in China was 4030 yuan/ton, a decrease of 3.70% week-on-week, indicating a trend of declining costs in the natural gas sector [39]. 3. Weekly Market Review - The public utility and electricity sectors underperformed compared to the CSI 300 index, while the gas and environmental sectors outperformed [44]. 4. Company and Industry Dynamics - The report discusses various company announcements and industry developments, including stable coal production and increased oil production rates, as well as significant investments in energy projects [46][48].

Group 1: Macroeconomic Insights - The unexpected decline in the US CPI for November is attributed to statistical "distortion" due to government shutdown disruptions, with a shorter data collection period and promotional season affecting price statistics [1] - The market's reaction to this "distorted" data is limited, with a high probability of maintaining interest rate pauses at 72.3% until further data is released in December [1] Group 2: Market Strategy - Historical trends indicate a "spring rally" in the A-share market, driven by monetary policy adjustments and significant economic data releases, suggesting a potential upward market movement [2] - The recent strong market performance may signal the beginning of the 2026 cross-year rally, with a focus on growth and consumer sectors for industry allocation [2] Group 3: Bond Market Observations - The secondary market for publicly listed REITs has seen a continuous decline, with a weighted REITs index return of -2.74% for the week [3] - The issuance of credit bonds has decreased, with industrial bonds accounting for 44.07% of the total issuance, reflecting a 12.44% week-on-week decline [4] Group 4: Industry Research - Computer Sector - The global tech investment enthusiasm remains strong, with a structural differentiation between "strong computing power" and "weak applications," suggesting a focus on AI applications in 2026 [7] - Three main investment lines are recommended: industry empowerment, overseas application, and edge AI, highlighting companies with strong industry know-how and high overseas revenue [7] Group 5: Non-Banking Sector Insights - In a low-interest-rate environment, equity assets have become crucial for insurance companies to enhance investment returns, with a record high of 9.3% equity asset ratio among five listed insurers [8] - The proposed regulatory framework aims to improve asset-liability management in insurance companies, enhancing long-term operational resilience [9] Group 6: Energy Sector Developments - In November, power generation increased by 2.7% year-on-year, with improvements in nuclear, solar, and wind energy growth rates [10] - The storage and hydrogen sectors are expected to see continued investment opportunities, driven by ongoing demand and new project launches [11] Group 7: Metal Industry Analysis - The copper market is expected to see price increases, supported by a tight supply-demand balance and rising commercial net long positions [12] - Investment recommendations include companies like Zijin Mining and Luoyang Molybdenum, with a focus on potential risks from economic conditions and supply releases [12] Group 8: Chemical Industry Insights - The semiconductor materials sector is experiencing accelerated growth due to AI and data center demands, with a focus on high-purity materials [14] - Companies with technological advantages and strong customer ties in high-end materials are recommended for investment [14] Group 9: Medical Sector Developments - Ant Group's AI health assistant has rapidly gained popularity, transforming healthcare management through a digitalized approach [15] - Investment focus includes AI and home medical devices, offline health check-ups, and pharmaceutical retail [15] Group 10: Company-Specific Research - Taihe Co., Ltd. is recognized for its leading technology and capacity in core products, with significant profit growth expected from new product registrations [16] - The company is projected to achieve net profits of 4.55 billion, 5.64 billion, and 6.83 billion yuan from 2025 to 2027, with a target price of 33.67 yuan [16] Group 11: Media Sector Insights - The advertising demand from internet clients remains strong, with potential revenue growth from new business initiatives [17] - Profit forecasts for 2025 and 2026 have been slightly adjusted downwards, reflecting cautious optimism amid macroeconomic conditions [17] Group 12: TMT Sector Developments - Xiaomi's long-term AI strategy emphasizes substantial R&D investments, indicating a commitment to sustainable growth in AI applications [18] - The company is projected to achieve non-IFRS net profits of 426 billion, 438 billion, and 510 billion yuan from 2025 to 2027 [18] Group 13: Medical Device Sector Insights - The company is a leader in the interventional field, with significant revenue growth from overseas and peripheral products [19] - Profit forecasts have been adjusted due to potential policy impacts, with expected net profits of 6.33 billion, 7.05 billion, and 8.48 billion yuan from 2025 to 2027 [19]

Core Viewpoint - The report highlights the performance and trends in China's thermal power generation industry, indicating a slight decline in cumulative production despite a year-on-year increase in October 2025 [1] Group 1: Industry Overview - In October 2025, China's thermal power generation output reached 513.8 billion kilowatt-hours, reflecting a year-on-year growth of 7.3% [1] - From January to October 2025, the cumulative thermal power generation output was 5213.05 billion kilowatt-hours, showing a slight decline of 0.4% compared to the previous year [1] Group 2: Companies Involved - Listed companies in the thermal power sector include Huaneng International (600011), Datang Power (601991), Guodian Power (600795), Huadian International (600027), Jingneng Power (600578), Zhejiang Energy (600023), Yunnan Energy Holdings (001896), Sheneng Shares (600642), Jingtou Energy (000600), and Anhui Energy (000543) [1] Group 3: Research and Consulting - The report is published by Zhiyan Consulting, a leading industry consulting firm in China, which specializes in providing in-depth industry research reports, business plans, feasibility studies, and customized services [1]