上海市锦天城（深圳）律师事务所 关于龙佰集团股份有限公司 2024年度股东大会的 法律意见书 (2025)锦天城深律见证字HT第001号 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 联系电话:(86755)82816698 传真电话:(86755)82816898 邮政编码：518048 上海市锦天城(深圳)律师事务所 《法律意见书》 致：龙佰集团股份有限公司 上海市锦天城（深圳）律师事务所（以下简称"本所"）持有有权 机关-广东省司法厅核发的统一社会信用代码为31440000772720702Y 号《律师事务所分所执业许可证（正、副本）》，依法具有执业资格。 撰写、签署编号为(2025)锦天城深律见证字HT第001号《上海市 锦天城（深圳）律师事务所关于龙佰集团股份有限公司2024年度股东 大会的法律意见书》（以下简称"本《法律意见书》"）的霍羽嘉律师、 李丝雨律师均为本所执业律师（以下简称"本所经办律师"），分别持 有有权机关—广东省司法厅核发的证号为14403202511905271号、 14403202111397646号《中华人民共和国律师执业证》，且均处于年审 合格暨有效状态，依 ...

证券代码：002601 证券简称：龙佰集团 公告编号：2025-023 龙佰集团股份有限公司 2024年度股东大会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东大会未出现否决提案的情形。 2.本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 1、会议召开情况 （1）现场会议时间：2025 年 5 月 14 日（星期三）下午 14:30 （2）网络投票时间：2025 年 5 月 14 日 通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 5 月 14 日上午 9:15-9:25、9:30-11:30，下午 13:00-15:00； 2、会议召开地点：公司会议室。 3、召集人：公司董事会。 4、召开方式：现场和网络投票相结合。 5、主持人：董事长和奔流先生。 6、本次会议的召集和召开符合《公司法》《深圳证券交易所股票上市规则》《上 市公司股东大会规则》和《公司章程》的有关规定。 7、会议出席情况 通过深圳证券交易所互联网投票系统投票的时间为 2025 年 5 月 14 日上午 9:15 至下午 ...

证券代码：002601 证券简称：龙佰集团 公告编号：2025-022 龙佰集团股份有限公司 关于下属子公司完成注销登记的公告 4、法定代表人：闫明 5、注册资本：1000 万元人民币 6、成立日期：2022 年 10 月 10 日 2、统一社会信用代码：91410803MA9MD9H58C 3、公司类型：其他有限责任公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、基本情况 龙佰集团股份有限公司（以下简称"公司"）于 2022 年 4 月 11 日召开的第七 届董事会第三十三次会议、第七届监事会第三十三次会议审议通过了《关于与河 南豫矿开源矿业有限公司成立合资公司的议案》，公司与河南豫矿开源矿业有限 公司（以下简称"开源矿业"）拟就开源矿业境外子公司河南亚非地质工程（坦 桑尼亚）有限公司在坦桑尼亚联合共和国多多马省持有的一宗硬岩锂矿探矿权开 展合作。为实施上述合作，双方在国内成立合资公司河南龙佰锂能矿产资源勘探 有限公司（以下简称"龙佰锂能矿产"）。以上具体内容详见公司于 2022 年 4 月 13 日、2022 年 10 月 12 日披露于指定信息 ...

Investment Rating - The report maintains a "Strong Buy" rating for the company, expecting it to outperform the benchmark index by over 20% in the next six months [2][7][17]. Core Views - The company has turned profitable in Q1 2025, with significant growth expected in the mining sector by 2026 [2]. - The company is positioned as a leader in titanium dioxide and sponge titanium production, with strong cost advantages and global pricing power [7]. - The report highlights the stability of titanium dioxide prices and the company's robust production capacity, which is expected to support future earnings [7]. Financial Performance Summary - **Revenue Forecast**: - 2024A: 27,539 million - 2025E: 30,386 million (10.3% YoY growth) - 2026E: 34,954 million (15.0% YoY growth) - 2027E: 39,100 million (11.9% YoY growth) [3][8] - **Net Profit Forecast**: - 2024A: 2,169 million - 2025E: 2,824 million (30.2% YoY growth) - 2026E: 3,821 million (35.3% YoY growth) - 2027E: 4,256 million (11.4% YoY growth) [3][8] - **Earnings Per Share (EPS)**: - 2024A: 0.91 - 2025E: 1.18 - 2026E: 1.60 - 2027E: 1.78 [3][8] - **Valuation Ratios**: - Price-to-Earnings (P/E) ratios are projected at 18 for 2024, decreasing to 9 by 2027 [3][8]. Market Position and Strategy - The company has a strong market position with a titanium dioxide production capacity that ranks first globally, and it is actively expanding its titanium ore resources [7]. - A strategic partnership with Sichuan Resource Group aims to enhance the company's control over mineral resources, which is expected to solidify its market position [7]. - The report notes that the company’s operational efficiency and production capacity are superior to industry averages, with a utilization rate of 85.79% in 2024 [7].

Group 1: Market Performance and Management - The company's stock price has significantly lagged behind peers, with a low turnover rate indicating investor confidence issues [3][6] - The company has implemented measures such as share buybacks and management increases to stabilize market confidence and maintain market value [3][6] - The target market capitalization of 100 billion yuan remains a goal, although achieving it by the end of the current five-year plan seems unlikely [4][10] Group 2: Financial Performance and Dividends - The company reported a loss in the new energy materials sector, although losses have decreased compared to the previous quarter [5][14] - A dividend proposal for Q1 2025 is pending approval at the 2024 annual shareholders' meeting [3][5] - The company has faced a significant increase in financial expenses, primarily due to interest from share buybacks, amounting to approximately 300 million yuan [12][13] Group 3: Strategic Investments and Future Plans - The company is actively pursuing the listing of Yunnan Guotai, with ongoing support from the Yunnan Securities Regulatory Bureau [5][9] - There is a focus on reducing investments in new energy materials due to market conditions, while still monitoring the supply chain for potential opportunities [4][30] - The company aims to increase titanium concentrate production from 1.5 million tons to approximately 2.5 million tons by the end of the year [4][12] Group 4: Challenges and Market Conditions - The company is facing anti-dumping investigations from multiple countries, which have impacted sales and profit margins in the titanium dioxide sector [5][12] - The overall profitability has been affected by declining prices in the upstream raw materials market, leading to significant losses in the new energy sector [4][30] - The company is committed to improving operational performance and addressing the declining profit margins through increased R&D investment and product innovation [5][21]

Investment Rating - The report maintains a "Buy" investment rating for Longbai Group (002601.SZ) [1] Core Views - Longbai Group, as a leader in the titanium industry, has shown steady growth and established scale advantages that create long-term barriers to entry [5] - The company achieved a total revenue of 27.539 billion yuan in 2024, a year-on-year increase of 2.78%, while the net profit attributable to shareholders decreased by 32.79% to 2.169 billion yuan [4][8] - In Q1 2025, the company reported a revenue of 7.060 billion yuan, a year-on-year decline of 3.21%, but a quarter-on-quarter increase of 6.10% [4] Summary by Sections Market Performance - Longbai Group's performance is compared to the CSI 300 index, showing fluctuations in stock performance [3] Financial Performance - In 2024, the company produced 1.2955 million tons of titanium dioxide, a year-on-year increase of 8.74%, and sold 1.2545 million tons, a year-on-year increase of 8.25% [5] - The revenue from titanium dioxide accounted for 69% of total revenue, while sponge titanium production increased by 34.56% to 69,700 tons [5] - The company’s operating cash flow increased by 11.54% to 3.797 billion yuan in 2024 [6] Research and Development - Longbai Group is advancing in the new energy materials sector, with breakthroughs in high-performance lithium iron phosphate and artificial graphite materials [7] - The company is working on projects to produce 200,000 tons of lithium-ion battery anode materials and 200,000 tons of lithium iron phosphate [7] Profit Forecast - The forecast for net profit attributable to shareholders for 2025-2027 is 3.187 billion, 3.752 billion, and 4.110 billion yuan respectively, with corresponding P/E ratios of 12.4, 10.5, and 9.6 [8][10]

Core Viewpoint - The company reported a slight increase in revenue for 2024 but a significant decline in net profit, indicating potential challenges ahead in profitability despite stable revenue growth in certain segments [1][2]. Financial Performance - In 2024, the company achieved a revenue of 27.539 billion yuan, a year-on-year increase of 2.78%, while the net profit attributable to shareholders was 2.169 billion yuan, a year-on-year decrease of 32.79% [1]. - The fourth quarter of 2024 saw a revenue of 6.654 billion yuan, a year-on-year increase of 2.20%, but a net loss of 395 million yuan, reflecting a significant decline in profitability [1]. - For Q1 2025, revenue was 7.060 billion yuan, a year-on-year decrease of 3.21%, while net profit was 686 million yuan, down 27.86% year-on-year [1]. Product Performance - The company has a titanium dioxide production capacity of 1.51 million tons per year, with 2024 production and sales volumes of 1.2955 million tons and 1.2545 million tons, respectively, showing increases of 8.74% and 8.25% year-on-year [2]. - Titanium concentrate production for 2024 was approximately 1.493 million tons, a year-on-year increase of 1.25%, with prices remaining relatively high, indicating stable profitability [2]. - Iron ore sales faced pressure with a total of 3.0022 million tons sold in 2024, a decrease of 30.80%, while sponge titanium sales increased by 42.57% [2]. Shareholder Returns - The company maintained a high dividend payout, distributing 2.144 billion yuan in 2024 and 1.186 billion yuan in Q1 2025, resulting in a dividend yield of approximately 5.48% based on a market capitalization of 39.1 billion yuan [3]. One-time Expenses - The company incurred significant one-time expenses in Q4 2024, including interest expenses related to the planned spin-off of a subsidiary and goodwill impairment, totaling approximately 554 million yuan [4][5]. - The company repurchased shares from strategic investors for a total of 2.597 billion yuan, including interest payments of about 325 million yuan [4]. Future Outlook - The company is expected to achieve revenues of 28.927 billion yuan, 30.251 billion yuan, and 31.505 billion yuan from 2025 to 2027, with net profits projected at 2.876 billion yuan, 3.845 billion yuan, and 4.081 billion yuan, respectively [6].

Investment Rating - The report maintains an "Outperform" rating for the company [1][6]. Core Views - The company has significant resource and cost advantages, with ongoing projects such as the joint mining development and the scandium-vanadium new materials park [1][15]. - The earnings forecasts for 2025-2026 have been lowered due to pressure on titanium dioxide prices, with EPS estimates for 2025, 2026, and 2027 at 1.20, 1.59, and 1.93 RMB respectively [6][13]. - The target price is set at 22.22 RMB, based on a PE ratio of 18.48 for 2025 [6][13]. Financial Summary - The company reported total revenue of 27.54 billion RMB in 2024, a year-on-year increase of 2.78%, with a net profit attributable to shareholders of 2.17 billion RMB, down 32.79% year-on-year [6][14]. - For Q1 2025, the company achieved revenue of 7.06 billion RMB, a decrease of 3.21% year-on-year, but a turnaround in net profit to 686 million RMB [6][14]. - The company’s titanium dioxide capacity stands at 1.51 million tons/year, and sponge titanium capacity at 80,000 tons/year, both leading globally [6][15]. Project Developments - Numerous projects are underway, including the joint mining projects and the planned scandium-vanadium new materials park, which will include various production capacities for vanadium and aluminum products [6][15]. - The company is also making progress in overseas exploration and base construction [6][16].

Investment Rating - The report maintains a "Buy" rating for Longbai Group (002601.SZ) with a current price of 16.42 CNY [1] Core Views - The company's performance in Q4 2024 was under pressure due to increased asset impairment and financial expenses, but profitability is expected to improve in Q1 2025 as prices recover [1][5][6] - Longbai Group is the largest titanium dioxide producer globally, with a complete industrial chain from mining to processing [7] - The report adjusts profit forecasts for 2025-2026 downwards due to the decline in titanium dioxide prices and increased financial costs, but maintains a positive outlook for 2027 [7] Summary by Sections Financial Performance - In 2024, Longbai Group achieved revenue of 27.51 billion CNY, a year-on-year increase of 2.80%, but net profit attributable to shareholders decreased by 32.79% to 2.17 billion CNY [4][5] - Q4 2024 saw a revenue of 6.65 billion CNY, a year-on-year increase of 2.20%, but a net loss of 395 million CNY, a significant decline compared to the previous year [4][5] - For Q1 2025, revenue was 7.06 billion CNY, a year-on-year decrease of 3.21%, but net profit recovered to 686 million CNY, indicating a positive trend [4][6] Market Dynamics - The titanium dioxide business generated revenue of 18.98 billion CNY in 2024, with a sales volume of 1.254 million tons, reflecting a year-on-year growth of 6.8% and 8.3% respectively [5] - The average selling price of titanium dioxide in Q4 2024 decreased by 4.7% quarter-on-quarter and 10.3% year-on-year, impacting the company's gross margin [5][6] Cost Structure and Profitability - The gross margin for the titanium dioxide business was 31.4% in 2024, an increase of 2.8 percentage points year-on-year, but the overall gross margin in Q4 2024 fell to 19.0% due to price declines [5][6] - Financial expenses surged by 195% year-on-year to 701 million CNY in 2024, with Q4 expenses reaching 399 million CNY [5][6] Future Outlook - The report forecasts net profits for 2025-2027 to be 2.96 billion CNY, 3.37 billion CNY, and 3.75 billion CNY respectively, reflecting a recovery as market conditions improve [7][9] - The company is actively enhancing its upstream raw material supply to support its production capabilities [7]

Core Viewpoint - Longbai Group reported a revenue of 27.539 billion RMB for FY 2024, a 3% year-on-year increase, but a 33% decrease in net profit attributable to shareholders at 2.169 billion RMB, with a cash dividend of 6 RMB per 10 shares [1] Group 1: Financial Performance - For FY 2024, the company achieved revenue of 19 billion RMB from titanium dioxide and 2.7 billion RMB from sponge titanium, with year-on-year growth of 7% and 17% respectively [2] - The gross margin for titanium dioxide was 31%, up 2.8 percentage points, while sponge titanium's gross margin was 3%, down 14.8 percentage points [2] - In Q1 2025, the company reported a revenue of 7.060 billion RMB, a 3% year-on-year decrease, and a net profit of 686 million RMB, down 28% year-on-year [1][2] Group 2: Market Trends and Challenges - The company is experiencing a trend of increasing sales volume but decreasing prices, with titanium dioxide prices down 10% year-on-year and sponge titanium prices down 3% in Q1 2025 [2] - The company exported 500,000 tons of titanium dioxide from January to March, a 2% year-on-year increase [2] - The decline in prices is attributed to lower prices for sponge titanium and iron concentrate, as well as underperformance in the new energy sector [2] Group 3: Strategic Initiatives - The company is advancing its integrated supply chain strategy, focusing on upstream raw material security and developing key projects such as the joint development of the Hongge North Mine and the Xujia Gou Iron Mine [3] - Longbai Group is also expanding its overseas presence, planning to invest 100 million USD in its wholly-owned subsidiary, Baililian Hong Kong, to support international business expansion [3] - The company aims to establish a full-process internationalization from raw materials to sales, responding to trade challenges such as anti-dumping investigations in the EU, Brazil, and India [3] Group 4: Future Outlook - The company forecasts net profits attributable to shareholders of 2.91 billion RMB, 3.76 billion RMB, and 4.29 billion RMB for 2025-2027 [3]