北京金杜（杭州）律师事务所 关于浙江浙能电力股份有限公司 2025 年第二次临时股东会之 法律意见书 致：浙江浙能电力股份有限公司 5. 出席现场会议的股东的到会登记记录及凭证资料； 6. 上证所信息网络有限公司提供的本次股东会网络投票情况的统计结果； 7. 公司本次股东会议案及涉及相关议案内容的公告等文件； 8. 其他会议文件。 公司已向本所保证，公司已向本所披露一切足以影响本法律意见书出具的事 实并提供了本所为出具本法律意见书所要求公司提供的原始书面材料、副本材料、 复印材料、承诺函或证明，并无隐瞒记载、虚假陈述和重大遗漏之处；公司提供 给本所的文件和材料是真实、准确、完整和有效的，且文件材料为副本或复印件 的，其与原件一致和相符。 北京金杜（杭州）律师事务所（以下简称本所）接受浙江浙能电力股份有限 公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券 法》）、《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员 会《上市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以 下简称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳 门特别行政区 ...

Group 1: Climate Disclosure Standards - The Ministry of Finance, along with nine other departments, issued the "Corporate Sustainable Disclosure Standard No. 1 - Climate (Trial)" on December 25, marking a significant step towards a unified sustainable disclosure standard system in China [1] - The "Climate Standard" is currently positioned as a trial document, with voluntary implementation by companies until specific requirements are established [1] - The Ministry of Finance plans to adopt a gradual approach to implementation, expanding from listed companies to non-listed companies, and from large enterprises to small and medium-sized enterprises [1] Group 2: ESG Disclosure in A-Share Banks - The A-share ESG strong disclosure list has expanded to 27 banks, including 6 state-owned banks, 9 joint-stock banks, 10 city commercial banks, and 2 rural commercial banks [2] - Among the 27 banks, 16 reported a year-on-year decrease in carbon emissions, while 9 banks, including 1 state-owned bank and 6 city commercial banks, reported an increase in carbon emissions [2] - The top five banks with the highest year-on-year increase in carbon emissions are Beijing Bank (13.88%), Nanjing Bank (13.23%), Qingdao Bank (11.92%), Chongqing Bank (10.96%), and Hangzhou Bank (10.02%) [3] Group 3: Regulatory Actions and Penalties - First Capital's subsidiary was fined 12.7358 million yuan for failing to diligently supervise a convertible bond project [4] - Jinghua Pharmaceutical's subsidiary was fined 500,000 yuan for environmental pollution, which is not expected to significantly impact the company's net profit for 2025 [5] - Tianyi Medical is facing a potential fine of 8.7852 million yuan for not producing medical devices according to registered technical requirements [6][7] Group 4: Energy Sector ESG Developments - The "National Energy Sustainable Development Index" was officially launched, achieving a cumulative return rate of 40% [8] - Five thermal power companies have been included in the ESG strong disclosure category, which will require them to improve ESG governance and reporting by 2026 [9] - A report evaluated the low-carbon transition performance of 33 thermal power companies, indicating significant disparities in transition progress and a slower development of non-fossil energy compared to national averages [9]

Core Viewpoint - Zhejiang Energy Power Co., Ltd. has experienced a decline in stock price and financial performance, with significant net outflows of capital and a decrease in revenue and net profit year-on-year [1][2]. Financial Performance - As of September 30, 2025, Zhejiang Energy Power reported operating revenue of 58.814 billion yuan, a year-on-year decrease of 11.28% [2]. - The net profit attributable to shareholders for the same period was 6.230 billion yuan, reflecting a year-on-year decrease of 7.02% [2]. - The company's stock price has dropped by 5.26% year-to-date, with a recent decline of 1.56% over the last five trading days [1]. Stock Market Activity - On December 29, the stock price fell by 2.14%, trading at 5.04 yuan per share, with a total market capitalization of 67.58 billion yuan [1]. - The net outflow of main funds was 50.249 million yuan, with large orders accounting for 26.04% of purchases and 20.84% of sales [1]. Shareholder Information - As of September 30, 2025, the number of shareholders increased to 155,000, a rise of 10.58% from the previous period [2]. - The average number of circulating shares per shareholder decreased by 9.56% to 86,495 shares [2]. Dividend Distribution - Since its A-share listing, Zhejiang Energy Power has distributed a total of 30.473 billion yuan in dividends, with 7.911 billion yuan distributed over the last three years [3]. Shareholding Structure - As of September 30, 2025, Hong Kong Central Clearing Limited was the sixth-largest circulating shareholder, holding 109 million shares, a decrease of 62.7019 million shares from the previous period [3]. - Huatai-PB CSI 300 ETF ranked as the tenth-largest circulating shareholder, holding 68.5728 million shares, down by 3.3842 million shares [3].

Core Viewpoint - The coal power industry in China is undergoing a historic transformation from being a primary energy source to a key support for system regulation, with a focus on achieving higher levels of energy security and advancing green and low-carbon transitions [1] Group 1: Policy and Regulatory Environment - The national energy work conference has set a clear policy blueprint for the transformation of coal power, emphasizing the need for higher energy security and a solid push towards green and low-carbon transitions [1] - By 2026, five coal power listed companies will face their first ESG (Environmental, Social, and Governance) assessment, requiring them to enhance ESG governance and reporting in accordance with the guidelines [1] Group 2: Low-Carbon Transition Performance - A report by the Natural Resources Defense Council evaluated the low-carbon transition performance of 33 coal power listed companies, revealing a significant disparity in transition progress, with non-fossil energy development lagging behind the national average [2] - The profitability of coal power companies has rebounded due to falling coal prices and supportive policies, but reliance on short-term coal price declines for profit is unsustainable [3] Group 3: Challenges in Transition - Coal power companies face multiple pressures, including supply responsibilities, operational efficiency, and low-carbon transition, necessitating a shift from a single revenue model to a diversified structure that includes capacity and auxiliary services [3] - The transition is complicated by policy and funding challenges, market competition from renewable energy, and the need for management restructuring to accommodate carbon emission controls [5][6] Group 4: ESG Integration and Financial Implications - Integrating ESG into management is essential for coal power companies, as it is critical for achieving national carbon reduction goals and enhancing corporate value [7] - The global ESG investment fund size has reached $3.7 trillion, indicating that capital markets view ESG performance as a vital dimension for assessing long-term corporate value [8] Group 5: Future Trends and Strategies - The traditional power industry is moving from passive to proactive transformation, with five core development trends expected over the next five years, including the need for diversified revenue models and enhanced collaboration between coal and renewable energy [4] - The government has recognized the economic value of coal power in providing flexible and baseline power, and policies are being developed to support the transition and investment returns for coal power [9]

现场会议时间：2025年12月30日 14:00 现场会议地点：杭州紫金港Pagoda君亭酒店多功能厅1（浙江省 杭州市西湖区三墩镇紫宣路18号西投绿城浙谷深蓝中心3幢2楼） 会议议程： 浙江浙能电力股份有限公司 2025 年第二次临时股东会会议资料 二零二五年十二月 浙江浙能电力股份有限公司 2025 年第二次临时股东会议程 会议方式：现场会议和网络投票相结合 参会人员：公司股东及股东代表，公司董事、高级管理人员及公 司聘请的律师 鉴于本议案涉及关联交易，关联股东浙江省能源集团有限公司、 浙江浙能兴源节能科技有限公司、浙江能源国际有限公司回避表决。 本议案已经公司第五届董事会第十四次会议审议通过，现提请本 次股东会审议。 各位股东及股东代表： 根据《上海证券交易所股票上市规则》的规定，上市公司与关联 人签订的日常关联交易协议期限超过 3 年的，应当每三年根据规定重 新履行相关审议程序和披露义务。 鉴于公司日常生产经营的实际需求，公司与浙江省能源集团财务 有限责任公司、浙江浙能融资租赁有限公司与上海璞能融资租赁有限 公司拟续签关联交易框架协议，服务期限均为三年，有效期自 2026 年 1 月 1 日起至 20 ...

Core Viewpoint - Zhejiang Energy Port Company has successfully achieved its annual import target of 15 million tons of coal, marking a new high since its opening, which reflects the improvement in operational efficiency and service level of the company [1]. Group 1: Operational Achievements - The completion of the unloading of the "Ocean Queen" vessel signifies the achievement of the 15 million tons annual import target [1]. - From January to November this year, the coal import volume at Zhejiang Energy Port exceeded 9.3 million tons, representing a year-on-year increase of 10.9% [4]. Group 2: Technological Advancements - The company has focused on key areas such as coal unloading and transportation, enhancing operational efficiency through technological upgrades [6]. - The implementation of an unmanned operation for the bucket wheel and a smart yard operation system has significantly reduced labor costs and improved fault location accuracy [6]. Group 3: Environmental Initiatives - The port has adapted its shore power system to meet the electricity needs of various vessels, greatly reducing emissions from ships [6]. - The simultaneous launch of photovoltaic projects has enabled the port to achieve self-sufficiency in green energy, contributing to the construction of a "green and beautiful port" [6]. Group 4: Strategic Collaborations - Zhejiang Energy Port has optimized customs clearance processes and adopted a "hot berthing" model to reduce vessel waiting times [7]. - The company has expanded resource channels through long-term collaborations, contributing positively to lowering energy costs in the province [7]. Group 5: Future Directions - The company aims to continue its core responsibility of ensuring coal supply, deepen technological transformation, and enhance energy security reserves [7]. - Leveraging its geographical advantages, Zhejiang Energy Port plans to integrate further into the group’s industrial layout to support local economic development [7].

Core Viewpoint - The Chinese government has announced the "National Energy Conservation and Carbon Reduction Technology Equipment Recommendation Directory (2025 Edition)" to promote energy-saving and carbon-reduction technologies across key industries, providing a clear reference for enterprises' green transformation [1] Group 1: Policy and Industry Response - The directory focuses on energy conservation and carbon reduction technologies in industrial sectors, covering ten key industries such as steel, petrochemicals, and building materials, as well as information technology scenarios like data centers and communication bases [1] - Companies are leveraging their core strengths and focusing on technological innovation to actively engage in energy-saving and carbon-reduction practices, with distinct transformation paths emerging across different industries due to variations in industrial foundations and technological endowments [1] Group 2: Company Practices in Energy Conservation - In the traditional energy sector, Zhejiang Zheneng Power Co., Ltd. has invested over 1 billion yuan in comprehensive upgrades to its power plant, achieving emissions standards comparable to natural gas power generation and creating a closed-loop system for resource recycling [2] - In the refining sector, Rongsheng Petrochemical Co., Ltd. has achieved breakthroughs in energy conservation and emissions reduction through resource cascading utilization and low-temperature waste heat recovery technologies [2] Group 3: Innovations in Environmental Technology - Zhejiang Feida Environmental Technology Co., Ltd. has developed a carbon capture, utilization, and storage (CCUS) technology that captures over 90% of CO₂, significantly reducing the carbon footprint of its products and aiming to capture costs lower than traditional methods [3] - Visionox Technology Co., Ltd. has focused on material innovation to eliminate the use of harmful chemicals in its production processes, successfully developing over 20 PFAS-free materials [3] Group 4: Future Trends in Corporate Competitiveness - Under the dual carbon goals, companies are shifting their core competitiveness from traditional scale and cost advantages to a combination of "green technology + sustainable operations," with technology reserves and industry chain integration becoming essential [4] - The manufacturing industry's green transformation is entering a new phase characterized by standardized technology, normalized collaboration, and visible value, with companies needing to focus on core technology breakthroughs and integrating green concepts into their strategic operations [4]

Group 1 - The core viewpoint of the article is that coal-electricity joint operations can help smooth profit fluctuations for the company, which has had good practices in this area, such as with Huai-Zhe coal-electricity [1] - The company expressed willingness to participate in good investment targets if available [1]

Investment Rating - The report maintains a "Buy" rating for the public utility sector [5] Core Views - The report emphasizes the importance of green electricity consumption and solid waste management in the context of the "dual carbon" goals set for 2026, suggesting a focus on the green electricity sector for potential valuation recovery [4][8] - The report highlights the ongoing decline in electricity prices and the need for adjustments in the installation rhythm of new green electricity projects based on regional supply and demand [4][3] - The report suggests that the electricity market reform is progressing, with a focus on expanding the electricity spot market and auxiliary services, while also noting the transformation of thermal power's functional positioning [4] Summary by Sections Market Review - The SW public utility sector experienced a slight decline of 0.09% this week, ranking 11th among 31 SW sectors, while the Shanghai Composite Index fell by 0.34% [23] - Among sub-sectors, thermal power increased by 0.22%, while hydropower decreased by 0.26% [23] - The top five performing stocks in the public utility sector this week were: Jiaze New Energy (+9.71%), Yinxing Energy (+8.58%), Zhongtai Co. (+7.79%), Xichang Power (+5.38%), and Chenzhou International (+4.14%) [29] Price Updates - The report notes a significant drop in thermal coal prices, with Qinhuangdao port's 5500 kcal thermal coal price decreasing by 39 CNY/ton this week [2][9] - The average settlement price for electricity in Guangdong was reported at 292.88 CNY/MWh, down from 354.64 CNY/MWh the previous week [10] Key Events - Various provinces have begun releasing results for the "136" document's incremental project bidding, with significant volumes of green electricity being auctioned at varying prices [3][7] - The Central Economic Work Conference reiterated the commitment to the "dual carbon" goals, emphasizing the need for a comprehensive green transition and the expansion of green electricity applications [8]

Group 1 - The company announced the resignation of three senior executives: Liu Weimin (General Manager), Wu Hao (Deputy General Manager), and Xie Weiyang (Chief Engineer) due to work adjustments and age reasons [1][4][6] - Liu Weimin will continue to serve as the Chairman and Party Secretary after resigning as General Manager, while Wu Hao will remain as the Deputy Secretary of the Party Committee [1][4][5] - The resignations will not affect the normal operations of the company, and the resignation reports will take effect upon delivery to the board of directors [6][4] Group 2 - The original term for the positions of the resigning executives was set to expire on December 11, 2025, with the next scheduled term ending on August 19, 2027 [5] - The reasons for resignation include work adjustments for Liu Weimin and Wu Hao, while Xie Weiyang's resignation is due to age [5][4] - There are no outstanding public commitments that remain unfulfilled by the resigning executives [5]