第一章 总则 信息披露暂缓与豁免管理制度 第一条 为规范龙星科技集团股份有限公司（以下简称"公司"）和其他信 息披露义务人的信息披露暂缓、豁免行为，督促公司及其他信息披露义务人依法、 合规履行信息披露义务，明确信息披露暂缓与豁免事项的内部审核程序，保护投 资者的合法权益，根据《中华人民共和国保守国家秘密法》、《中华人民共和国 证券法》、《上市公司信息披露管理办法》、《上市公司信息披露暂缓与豁免管 理规定》、《深圳证券交易所股票上市规则》等法律、法规、规范性文件及公司 相关制度规定，结合公司实际情况，制定本制度。 第二条 公司和其他信息披露义务人暂缓、豁免披露临时报告，在定期报告、 临时报告中豁免披露中国证券监督管理委员会和深圳证券交易所规定或者要求 披露的内容，适用本制度。 龙星科技集团股份有限公司 本制度适用于公司各部门、子公司以及公司能够对其实施重大影响的参股公 司。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地 披露信息，不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者，不得实 施内幕交易、操纵市场等违法行为。 第四条 公司和其他信息披露义务人应当审慎确定信息披露暂缓、豁免事项 ...

Financial Performance - The company's operating revenue for the first half of 2025 was ¥2,121,928,427.85, representing a 4.24% increase compared to ¥2,035,550,555.42 in the same period last year[17]. - Net profit attributable to shareholders decreased by 22.68% to ¥48,341,218.89 from ¥62,518,498.70 year-on-year[17]. - The net cash flow from operating activities was ¥63,708,200.50, down 17.77% from ¥77,471,837.07 in the previous year[17]. - Basic earnings per share fell by 23.29% to ¥0.0985 from ¥0.1284 in the same period last year[17]. - The operating cost increased by 4.50% year-on-year, amounting to 1.94 billion yuan[44]. - The company achieved a net cash flow from operating activities of 63.71 million yuan, down 17.77% from the previous year[45]. - The company’s gross profit margin for carbon black was 6.04%, a decrease of 0.91% compared to the previous year[47]. - The company reported a total revenue of 470.26 million CNY and a net profit of 18.87 million CNY for the period[67]. - The company reported a total revenue of 80,000 million for the first half of 2025, with a net profit of 4,950 million, reflecting a significant increase compared to previous periods[110]. - The company reported a total revenue of 55.17 million yuan for the current period, showing a significant increase compared to the previous year[174]. - The total revenue for the current period reached 898 million, showing a significant increase compared to the previous period[176]. - The total comprehensive income for the current period is 4,037 million yuan, showing a significant increase compared to the previous period[179]. Market and Industry Insights - The carbon black industry, crucial for the economy, saw production increase by 4.11% to 2.6 million tons in the first half of 2025[25]. - The sales volume of carbon black rose by 1.54% to 2.5 million tons during the same period[25]. - The automotive industry, a key consumer of carbon black, experienced a 12.5% increase in production and an 11.4% increase in sales in the first half of 2025[25]. - The market share of new energy vehicles reached 44.3%, with production and sales of 6.968 million and 6.937 million units, respectively, reflecting a growth of 41.4% and 40.3%[25]. - The overall profit of industrial enterprises above designated size in China decreased by 1.8% year-on-year to 343.65 billion yuan in the first half of 2025, with the chemical raw materials and chemical products manufacturing industry down by 9.0%[26]. - The company faces significant market risk due to its reliance on carbon black products, particularly in the tire industry, which could lead to performance declines if market conditions worsen[69]. - Approximately 80% of carbon black production costs are attributed to raw materials like coal tar and ethylene tar, making the company vulnerable to price fluctuations in these materials[70]. Research and Development - The company is focusing on research and development, particularly in new carbon materials and market expansion, to counteract external adverse impacts and maintain profitability[36]. - The company invested a total of 116.24 million yuan in R&D during the first half of 2025, a significant increase of 131.67% compared to the previous year[38]. - Research and development expenses increased to $22,109,093.52, up 55.38% from $14,248,568.51[162]. - The company has allocated 900 thousand yuan for special reserves in the current period, indicating a proactive approach to financial management[174]. - The company has invested significantly in R&D, with a focus on innovative technologies to enhance product offerings[176]. Production and Operations - In the first half of 2025, the company's carbon black production capacity reached 645,000 tons per year, with white carbon black capacity at 35,000 tons per year, positioning it as a leader in the domestic market[35]. - The company employs an "order-driven production" model, ensuring that production aligns with confirmed customer orders, which enhances efficiency and customer satisfaction[32]. - The company has implemented advanced production techniques, including a DCS automated production control system, to ensure high-quality and high-yield carbon black products[32]. - The company utilizes a wet granulation method for carbon black production, which reduces dust pollution and enhances product quality during storage and transportation[29]. - The company has a total of 17 advanced wet granulation production lines, ranking among the top three in carbon black production in China according to industry statistics[37]. - The company is focused on expanding its production capabilities in carbon-based materials and new technologies[68]. Financial Management and Strategy - The company plans not to distribute cash dividends or issue bonus shares for this period[5]. - The company has maintained a reasonable debt-to-asset ratio and has implemented a prudent financial policy to ensure good debt repayment capability[72]. - The company has not reported any significant equity investments during the reporting period, focusing instead on internal growth and development[55]. - The company has no significant changes in the use of raised funds or any major asset sales during the reporting period[64][65]. - The company has confirmed that there are no issues with the disclosure of raised funds or their usage[63]. - The company has established a modern corporate governance structure to ensure effective decision-making and protect shareholder rights[80]. - The company has not experienced any penalties or corrective actions during the reporting period, reflecting good compliance[95]. Shareholder and Equity Information - The company has repurchased and canceled 21,000 restricted shares at a price of 2.77 yuan per share as part of its stock incentive plan[77]. - The total number of shares decreased by 16,272 shares, from 503,298,525 shares to 503,282,253 shares[125]. - The number of restricted shares decreased by 612,406 shares, from 15,418,056 shares (3.06%) to 14,805,650 shares (2.94%) due to the unlocking of restricted stock[124]. - The number of unrestricted shares increased by 596,134 shares, from 487,880,469 shares (96.94%) to 488,476,603 shares (97.06%)[124]. - The company plans to continue its stock incentive program with future unlock dates set for January 15, 2025, and June 20, 2025[128]. - Liu Jiangshan holds 19.45% of the shares, totaling 97,897,902 shares, with no changes during the reporting period[131]. - The company has issued 7,547,539 convertible bonds with a total fundraising amount of RMB 754,753,900, which will be traded on the Shenzhen Stock Exchange starting March 6, 2024[140]. Compliance and Governance - The company has passed ISO9001 quality management system and ISO14001 environmental management system certifications, promoting clean production and energy conservation[83]. - The company has established a robust quality management system to continuously improve product quality and optimize product structure, enhancing customer satisfaction[84]. - The company maintains good long-term relationships with suppliers, focusing on communication and coordination to improve quality assurance capabilities[85]. - The company has no significant litigation or arbitration matters during the reporting period, ensuring stable operational performance[94]. - The company has no non-operating fund occupation by controlling shareholders or related parties during the reporting period[90]. - The company has no significant guarantees or related party transactions during the reporting period, maintaining financial integrity[91][97]. Community Engagement and Sustainability - The company actively participates in community development and charitable activities, improving community education and employment rates[87]. - The company has achieved a 100% safe disposal rate for industrial solid waste and hazardous waste, meeting total emission control requirements[83]. - The company has set a target to reduce carbon emissions by 20% by 2026 as part of its sustainability initiatives[173].

Core Viewpoint - The carbon black industry in China is experiencing structural overcapacity, with low operating rates and production growth, leading to increased operational pressures on companies due to fluctuating raw material prices and environmental regulations [1][8][19]. Industry Overview - Carbon black is a nano-sized carbon material primarily used in tire manufacturing, rubber products, and other applications, with the domestic market mainly focused on rubber-grade carbon black [2][3]. - The upstream materials for carbon black production include coal tar and ethylene tar, which account for 60-80% of total costs, while the downstream applications are dominated by the tire industry, which consumes 70-75% of carbon black [3][7]. Industry Operation - China's carbon black production capacity exceeds 9 million tons, with a utilization rate of around 60%, and production is expected to grow slightly in 2024 [8][19]. - The export of carbon black has increased due to the expansion of Chinese tire manufacturers in Southeast Asia, although the export growth rate is expected to slow due to international trade barriers [9][19]. Raw Material Prices - The price of coal tar, a key raw material, has shown significant volatility, impacting the cost structure of carbon black companies. In 2024, the average price of high-temperature coal tar is projected to be around 4,167 yuan/ton, a decrease of approximately 10% from 2023 [10][19]. Downstream Demand - The tire market's growth directly influences carbon black demand, with a projected 9.2% increase in tire production in 2024. However, rising costs and stricter environmental regulations have led to a decrease in carbon black usage in tires [14][19]. Price Trends - Carbon black prices have been on a downward trend since 2023, influenced by raw material price fluctuations and weak downstream demand. The market is expected to experience price volatility in 2024 [16][19]. Key Industry Players - In 2024, the total carbon black production in China is expected to reach 6.67 million tons, with leading companies like Jiangxi Black Cat and Jineng Technology holding significant market shares. The top five companies account for 46% of total production [19][21]. Industry Policies and Focus - National policies are aimed at eliminating outdated production capacity and increasing industry concentration, with a focus on encouraging advanced production techniques and improving resource utilization [21][22]. - The implementation of stricter environmental regulations is increasing the costs for carbon black companies, necessitating investments in cleaner production technologies [22][23]. Future Industry Outlook - The carbon black market is expected to maintain moderate growth, driven by demand from the tire and automotive sectors, as well as the expansion of high-end carbon black applications [26]. - Key trends include structural adjustments towards high-end products, accelerated industry consolidation, increased focus on technological innovation, and a shift towards green and low-carbon production methods [26].

Market Overview - On August 6, the rubber sector rose by 2.28%, with Kexin Innovation leading the gains [1] - The Shanghai Composite Index closed at 3633.99, up 0.45%, while the Shenzhen Component Index closed at 11177.78, up 0.64% [1] Key Performers in Rubber Sector - Kexin Innovation (300731) closed at 47.12, up 19.99% with a trading volume of 296,500 shares and a transaction value of 1.345 billion [1] - Zhen'an Technology (300767) closed at 16.70, up 14.78% with a trading volume of 488,200 shares and a transaction value of 780 million [1] - Litong Technology (832225) closed at 21.83, up 7.96% with a trading volume of 83,300 shares and a transaction value of 177 million [1] - Fengmao Co., Ltd. (301459) closed at 49.87, up 5.41% with a trading volume of 50,900 shares and a transaction value of 252 million [1] Fund Flow Analysis - The rubber sector saw a net inflow of 146 million from institutional investors, while retail investors experienced a net outflow of 3.8161 million [2] - Kexin Innovation had a net inflow of 127 million from institutional investors, but a net outflow of 67.6904 million from speculative funds [3] - Zhen'an Technology recorded a net inflow of 70.9139 million from institutional investors, with a net outflow of 54.3564 million from speculative funds [3]

Market Overview - The rubber sector increased by 0.64% on August 5, with Kexin Innovation leading the gains [1] - The Shanghai Composite Index closed at 3617.6, up 0.96%, while the Shenzhen Component Index closed at 11106.96, up 0.59% [1] Stock Performance - Kexin Innovation (300731) closed at 39.27, up 6.42% with a trading volume of 274,300 shares [1] - Sanwei Equipment (831834) closed at 13.46, up 4.75% with a trading volume of 49,800 shares [1] - Sanwei Co. (603033) closed at 11.15, up 4.11% with a trading volume of 101,800 shares [1] - Black Cat Co. (002068) closed at 12.63, up 1.85% with a trading volume of 484,600 shares [1] - Lituo Technology (832225) closed at 20.22, up 1.51% with a trading volume of 19,000 shares [1] - Other notable stocks include Kelong New Materials (920098) and KQ Technology (871694), which also saw modest gains [1] Capital Flow - The rubber sector experienced a net outflow of 70.21 million yuan from institutional investors, while retail investors saw a net inflow of 54.43 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2] Individual Stock Capital Flow - Kexin Innovation had a net inflow of 1.25 billion yuan from institutional investors, but a net outflow of 1.48 billion yuan from retail investors [3] - Other stocks like Haida Co. (300320) and Longxing Technology (002442) also showed varied capital flows, with some experiencing significant net outflows from institutional investors [3]

| 证券代码：002442 | 证券简称：龙星科技 | 公告编号：2025-038 | | --- | --- | --- | | 债券代码：127105 | 债券简称：龙星转债 | | 龙星科技集团股份有限公司 关于 2025 年第二季度可转换公司债券转股情况的公告 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、误导性陈述或者重大遗漏。 特别提示： 转股价格：5.80 元/股 转股期限：2024 年 8 月 7 日至 2030 年 1 月 31 日 根据《深圳证券交易所股票上市规则》、《深圳证券交易所上市公司自律监 管指引第 15 号——可转换公司债券》的有关规定，龙星科技集团股份有限公司 （以下简称"龙星科技"或"公司"）就 2025 年第二季度可转换公司债券转股 情况及公司股本变动情况公告如下： 一、可转换公司债券发行上市情况 （一）可转债发行情况 经中国证券监督管理委员会《关于同意龙星化工股份有限公司（现更名为"龙 星科技集团股份有限公司"）向不特定对象发行可转换公司债券注册的批复》（证 监许可〔2023〕2920 号）核准，公司于 2024 年 2 月 1 日向不特定对象 ...

Core Viewpoint - The company has completed the repurchase and cancellation of 21,000 restricted shares under the 2021 stock incentive plan, which represents 0.0042% of the total share capital before the repurchase, and the conversion price of the "Longxing Convertible Bonds" remains unchanged at 5.80 yuan per share [1][16][17] Summary by Sections Stock Repurchase and Cancellation - The repurchased shares were priced at 2.77 yuan per share, totaling 58,170 yuan, funded by the company's own resources [12][11] - The total share capital decreased from 503,284,269 shares to 503,263,269 shares following the cancellation [13][16] Approval Process - The 2021 stock incentive plan underwent necessary approval procedures, including reviews by the supervisory board and independent directors, confirming the legitimacy of the incentive objects and the fulfillment of granting conditions [2][3][5] Impact on Convertible Bonds - The repurchase of restricted shares does not lead to a change in the controlling shareholder or the actual controller of the company, and it does not materially affect the company's financial status or operational results [14] - The conversion price of the "Longxing Convertible Bonds" remains at 5.80 yuan per share after the repurchase, as the change in total share capital is minimal [16][15]

| 证券代码：002442 | 证券简称：龙星科技 | 公告编号：2025-037 | | --- | --- | --- | | 债券代码：127105 | 债券简称：龙星转债 | | 龙星科技集团股份有限公司 关于 2021 年股权激励计划部分限制性股票回购注销完成 暨不调整龙星转债转股价格的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整、及时、公 平，没有虚假记载、误导性陈述或重大遗漏。 特别提示: 1、龙星科技集团股份有限公司（以下简称"龙星科技"或"公司"）本次回 购注销的股票数量为 21,000 股，占回购注销前公司总股本的 0.0042%，涉及激 励对象 2 人，回购价格为 2.77 元/股。 2、经中国证券登记结算有限责任公司深圳分公司审核确认，公司本次回购 限制性股票已于 2025 年 6 月 20 日注销完成，公司总股本由 503,284,269 股变更 为 503,263,269 股。 3、根据《龙星化工股份有限公司（现更名为"龙星科技集团股份有限公司"） 向不特定对象发行可转换公司债券募集说明书》（以下简称"募集说明书"），本 次部分限制性股票回购注销完成后，"龙星转债 ...

（2024 年度） 债券受托管理人 二零二五年六月 重要声明 本报告依据《可转换公司债券管理办法》（以下简称"管理办法"）、《龙星化 工股份有限公司（发行人）与中泰证券股份有限公司（受托管理人）关于龙星化 工股份有限公司可转换公司债券之债券受托管理协议》（以下简称"受托管理协 议"）、《龙星化工股份有限公司向不特定对象发行可转换公司债券募集说明书》 （以下简称"募集说明书""可转债募集说明书"）等相关文件、第三方中介机构 出具的专业意见等，由本期可转换公司债券受托管理人中泰证券股份有限公司 （以下简称"中泰证券"）编制。中泰证券对本报告中所包含的从上述文件中引 述内容和信息未进行独立验证，也不就该等引述内容和信息的真实性、准确性和 完整性做出任何保证或承担任何责任。 证券代码：002442 证券简称：龙星科技 转债代码：127105 转债简称：龙星转债 龙星科技集团股份有限公司 向不特定对象发行可转换公司债券 受托管理事务报告 如无特别说明，本报告中相关用语具有与《募集说明书》中相同的含义。 中泰证券作为龙星化工股份有限公司（现更名为"龙星科技集团股份有限公 司"）（以下简称"龙星科技"、"公司"或"发行人" ...

Group 1 - The company, Longxing Technology Group Co., Ltd., has issued convertible bonds totaling RMB 754.75 million, with a net amount of RMB 745.32 million after deducting issuance costs [2][4][21] - The bonds will be traded on the Shenzhen Stock Exchange starting from March 6, 2024, under the name "Longxing Convertible Bonds" and code "127105" [2][4] - The funds raised will be primarily allocated to the Shanxi Longxing Carbon-Based New Materials Circular Economy Industry Project (Phase I), which has a total planned investment of RMB 1.60 billion [2][4][21] Group 2 - The convertible bonds have a face value of RMB 100 each and will be issued at par [2][4] - The interest rates for the bonds are structured to increase over the six-year term, starting at 0.20% in the first year and reaching 2.50% in the sixth year [6][21] - The company has a total A-share capital of 490.82 million shares, with original shareholders entitled to a priority subscription for the bonds [4][5] Group 3 - Longxing Technology is a leading enterprise in the carbon black industry, with a production capacity of 620,000 tons per year as of the end of 2024 [21] - The company has established strong partnerships with major tire manufacturers, including Windforce, Zhongce Rubber, Michelin, and Continental [21] - The company has received 110 national patent authorizations, focusing on core technologies in carbon black production [21] Group 4 - The company reported a net profit attributable to shareholders of RMB 142.09 million for 2024, representing a year-on-year increase of 28.70% [21] - Total assets increased by 15.97% to RMB 441.13 million, while net assets attributable to shareholders rose by 6.93% to RMB 184.10 million [21] - The company aims to enhance production automation and efficiency through significant investments in smart factory construction and advanced equipment manufacturing [21]