诚志股份有限公司 2025 年半年度报告全文 2025 年半年度报告 2025 年 08 月 1 诚志股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别 和连带的法律责任。 公司负责人龙大伟、主管会计工作负责人梁晋及会计机构负责人(会计主 管人员)叶锋声明：保证本半年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本次半年报的董事会会议。 公司已在本报告中详细描述存在的经营风险、技术风险、管理风险、安全 环保风险、商誉减值风险，相关内容详见"第三节管理层讨论与分析"中"公 司面临的风险和应对措施"部分。 公司已在本报告中详细描述存在的经营风险、技术风险、管理风险、安全 环保风险、商誉减值风险，相关内容详见"第三节管理层讨论与分析"中"公 司面临的风险和应对措施"部分。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | 第一节 重要提示、目录和释义 2 | | --- | | 第二节 公司简介和主要财务指标 6 | | 第三节 管理 ...

Core Viewpoint - The signing ceremony and commencement of the engineering design for the 2×100,000 tons/year POE project by Qingdao Chengzhi Huqing Chemical New Materials Co., Ltd. marks a significant step in enhancing China's self-sufficiency in high-end polyolefin materials [1] Company Summary - Qingdao Chengzhi Huqing Chemical New Materials Co., Ltd. is advancing its strategic layout in the chemical new materials sector through the establishment of a new materials industrial park [1] - The POE project utilizes a complete proprietary technology package developed by Zhejiang Zhiying, which has undergone successful small-scale and pilot testing [1] - The project is expected to significantly improve China's self-sufficiency in high-end polyolefin materials upon completion and production [1] Industry Summary - The POE project represents a critical development in the chemical new materials industry, particularly in the production of high-end polyolefin materials [1] - The successful development of a 100,000 tons/year production line indicates readiness for large-scale industrialization, providing a technological foundation for the project's smooth advancement and high-quality production [1]

Group 1 - The core viewpoint of the article highlights the successful signing of the engineering design contract for the Qingdao Chengzhi Huqing Chemical New Materials Co., Ltd. new materials industrial park project, which includes a significant investment and advanced technology [1][5]. - The Qingdao Chengzhi Huqing new materials industrial park project covers an area of 528 acres with a total investment exceeding 5 billion RMB, divided into two phases, with the first phase focusing on a 40,000 tons/year ultra-high molecular weight polyethylene project expected to be completed by the end of 2025 [2]. - The project will utilize a complete set of POE process technology developed by Zhejiang Zhiying, which has been validated through small-scale and pilot tests, demonstrating its readiness for large-scale industrialization [3]. Group 2 - The engineering design for the 2×10 tons/year POE project is undertaken by Shanghai Zhiying, with the technology having passed safety reliability assessments and being recognized for its advanced performance and industrialization potential [3]. - The article mentions the upcoming 2025 Polymer Industry Annual Conference, which will focus on policy development, market analysis, investment and financing, and supply chain issues, indicating a growing interest in the polymer sector [8][9]. - Various forums and events related to innovation in polymer materials, including AI integration and new energy materials, are planned, showcasing the industry's direction towards technological advancement and collaboration [11][12].

Core Viewpoint - The company is facing significant challenges in its 2025 H1 performance, primarily due to a substantial decline in net profit and operational pressures from tax payments and weak downstream demand in the clean energy sector [2][3]. Financial Performance - The company expects a net profit of 15 million to 22 million yuan for 2025 H1, representing a year-on-year decline of 88.24% to 91.98%. The expected non-recurring net profit is projected to be between 25 million and 35 million yuan, down 79.39% to 85.28% year-on-year [2]. - The impact of tax payments from a subsidiary, totaling 166 million yuan, is expected to reduce the company's net profit by approximately 132 million yuan for the year [3]. Business Segments - The clean energy business is experiencing a significant downturn due to declining sales prices and gross margins for key products like octanol, exacerbated by weak demand in the bulk chemical industry [3]. - In contrast, the semiconductor display materials segment is witnessing continuous growth, with record production and sales, particularly in liquid crystal products. The revenue CAGR for this segment from 2020 to 2024 is projected at 12.2%, with a gross profit CAGR of 17.1% [4]. - The company is focusing on enhancing its competitive edge through technological innovation in TFT mixed liquid crystal materials, with a strong emphasis on patent acquisition and R&D [4].

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for future investment returns [4][6]. Core Views - The company is expected to face significant pressure on its performance in the first half of 2025, with projected net profit declining by 88.24% to 91.98% year-on-year, primarily due to tax payments by its subsidiary and weak downstream demand in the clean energy sector [1][2]. - Despite the challenges in the clean energy business, the semiconductor display materials segment is anticipated to continue its growth trajectory, contributing positively to the company's overall performance [3][4]. Summary by Relevant Sections Performance Forecast - For 2025, the company forecasts a net profit of 7.6 million to 22 million yuan, with a significant year-on-year decline [1]. - The clean energy business has been adversely affected by low downstream demand and tax payments totaling 166 million yuan, impacting the net profit by approximately 132 million yuan [2]. Semiconductor Display Materials - The semiconductor display materials business, particularly liquid crystal products, has achieved record sales and profitability, with a compound annual growth rate (CAGR) of 12.2% in revenue and 17.1% in gross profit from 2020 to 2024 [3]. - The company is focusing on enhancing its competitive edge through technology innovation and has become a leading supplier in the TN/STN and TFT-LCD mixed liquid crystal materials market [3]. Profitability and Valuation - The report projects a downward adjustment in profit forecasts for 2025 to 2027, with expected net profits of 7.6 million, 15.4 million, and 18.5 million yuan respectively [4]. - The earnings per share (EPS) for these years are estimated at 0.06, 0.13, and 0.15 yuan [4][5].

Performance Forecast - The company expects a profit of 15 million to 22 million yuan for the current reporting period, a significant decrease of 88.24% to 91.98% compared to the previous year's profit of 187.13 million yuan [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses is projected to be between 25 million and 35 million yuan, down 79.39% to 85.28% from 169.80 million yuan in the same period last year [1] - Basic earnings per share are estimated to be between 0.0123 yuan and 0.0181 yuan, compared to 0.1540 yuan in the previous year [1] Reasons for Performance Change - The significant year-on-year decline in performance is primarily due to tax payment adjustments by the company's subsidiaries, coupled with adverse market conditions in the bulk chemical industry [1] - The sales prices and gross margins of key products in the clean energy business, such as octanol, have continued to decline, leading to a substantial drop in operational performance [1] - Conversely, the semiconductor display materials business, particularly liquid crystal products, has achieved record high production and sales, resulting in a significant increase in profitability and contribution to overall performance [1]

[Chengzhi Co., Ltd. 2025 Semi-Annual Performance Forecast](index=1&type=section&id=%E8%AF%9A%E5%BF%97%E8%82%A1%E4%BB%BD%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B82025%E5%B9%B4%E5%8D%8A%E5%B9%B4%E5%BA%A6%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A) [Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E8%AE%A1%E6%83%85%E5%86%B5) H1 2025 net profit attributable to shareholders is forecast at **15-22 million yuan**, representing an **88.24%-91.98%** year-on-year decline 2025 Semi-Annual Performance Forecast | Indicator | Current Period (2025 H1 Forecast) | Prior Period (2024 H1) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Net Profit Attributable to Shareholders | Profit: 15 - 22 million Yuan | Profit: 187.1287 million Yuan | Decline 88.24% - 91.98% | | Net Profit Excluding Non-Recurring Gains/Losses | Profit: 25 - 35 million Yuan | Profit: 169.8002 million Yuan | Decline 79.39% - 85.28% | | Basic Earnings Per Share | Profit: 0.0123 - 0.0181 Yuan/Share | Profit: 0.1540 Yuan/Share | - | [Communication with Accounting Firm](index=1&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8E%E4%BC%9A%E8%AE%A1%E4%BA%8B%E5%8A%A1%E6%89%80%E6%B2%9F%E9%80%9A%E6%83%85%E5%86%B5) The performance forecast is a preliminary estimate by the company's finance department, not yet pre-audited by a certified public accountant - This performance forecast has not been pre-audited by a certified public accountant[4](index=4&type=chunk) [Explanation of Performance Changes](index=1&type=section&id=%E4%B8%89%E3%80%81%E4%B8%B0%E7%BB%A9%E5%8F%98%E5%8A%A8%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8E%9F%E5%9B%A0%E8%AF%B4%E6%98%8E) The significant performance decline is primarily due to subsidiary tax adjustments and clean energy business downturn, partially offset by strong semiconductor materials performance - Key reasons for performance decline: - **Tax Impact**: A subsidiary's tax补缴 negatively impacted current period profit[5](index=5&type=chunk) - **Core Business Downturn**: The clean energy business, particularly products like octanol, experienced declining sales prices and gross margins due to the bulk chemical industry's downstream market, leading to a significant drop in operating performance[5](index=5&type=chunk) - Performance highlights: - **Semiconductor Materials Business Growth**: The semiconductor display materials business, especially liquid crystal products, achieved record-high production, sales, and profitability, significantly contributing to overall company performance[5](index=5&type=chunk) [Other Relevant Information](index=1&type=section&id=%E5%9B%9B%E3%80%81%E5%85%B6%E4%BB%96%E7%9B%B8%E5%85%B3%E8%AF%B4%E6%98%8E) This performance forecast is a preliminary estimate, with final data subject to the 2025 semi-annual report, and investors are advised to exercise caution - The data in this performance forecast is a preliminary estimate by the company's finance department, with final accurate financial data subject to the subsequent disclosure of the '2025 Semi-Annual Report'[6](index=6&type=chunk)[7](index=7&type=chunk) - The company reminds investors to make cautious decisions and be aware of investment risks[7](index=7&type=chunk)

Group 1 - The company received a notice from its indirect controlling shareholder, Qingdao Haikong Investment Holdings Co., Ltd., regarding a change in shareholders [2] - Qingdao Haikong Group signed an agreement to transfer 100% of its equity in Qingdao Haikong Investment Holdings Co., Ltd. to its wholly-owned subsidiary, Qingdao Dongjiakou Development Group Co., Ltd. without compensation [2] - The company confirmed that the controlling shareholder remains Chengzhi Kairong Holdings Co., Ltd., and the actual controller has not changed, still being the State-owned Assets Supervision and Administration Commission of Qingdao West Coast New Area [3]

完成工商变更登记的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 诚志股份有限公司（以下简称"公司"）于 7 月 3 日收到间接控股股东青岛 海控投资控股有限公司（以下简称"青岛海控投控"）出具的《关于青岛海控投 资控股有限公司股东拟发生变更的告知函》，青岛西海岸新区海洋控股集团有限 公司（以下简称"青岛海控集团"）已于同日与青岛董家口发展集团有限公司（以 下简称"青岛董家口发展集团"）签署了《国有产权无偿划转协议》，决定将其 直接持有的青岛海控投控 100%股权无偿划转给青岛海控集团的全资子公司青岛 董家口发展集团。以上具体详见公司于 2025 年 7 月 4 日披露的《关于拟增加间 接控股股东暨国有股权无偿划转的提示性公告》（公告编号：2025-032）、《收 购报告书摘要》《收购报告书》《北京市金杜（青岛）律师事务所关于<诚志股 份有限公司收购报告书>之法律意见书》《北京市金杜（青岛）律师事务所关于 青岛董家口发展集团有限公司免于发出要约事宜的法律意见书》。 公司于 2025 年 7 月 4 日收到青岛海控投控出具的《关于国有股权无偿划转 已完成工 ...

Core Viewpoint - The legal opinion letter from Beijing Jindu (Qingdao) Law Firm confirms that Qingdao Dongjiakou Development Group Co., Ltd. can be exempted from making a public offer in the acquisition of Qingdao Haikong Investment Holdings Co., Ltd. [1][2] Group 1: Acquisition Details - The acquisition involves the transfer of 100% ownership of Qingdao Haikong Investment Holdings Co., Ltd. from Haikong Group to Dongjiakou Group, allowing Dongjiakou Group to indirectly hold 374,650,564 shares of Chengzhi Co., Ltd., representing 30.83% of the total share capital [1][7] - The actual controller of both the listed company and the acquirer remains the New District State-owned Assets Supervision and Administration Commission, ensuring no change in control [7][9] Group 2: Legal Compliance - The law firm conducted thorough checks and confirmed that Dongjiakou Group meets the qualifications for the acquisition and does not fall under any prohibitive conditions outlined in the Acquisition Management Measures [6][10] - The acquisition complies with Article 62 of the Acquisition Management Measures, which allows for exemption from making a public offer when the transfer occurs between entities under the same actual controller [7][9] Group 3: Procedural Aspects - The necessary procedures for the acquisition have been completed, including the signing of the "Agreement on the Free Transfer of State-owned Property" between Haikong Group and Dongjiakou Group [9][10] - The acquirer has fulfilled the required disclosure obligations as per relevant laws and regulations, including the preparation of the acquisition report [10]