2025年第一次临时股东大会的 法律意见书 (2025)锦天城深律见证字HT第002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 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002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2025年第一次 临时股东大会的法律意见书》（以下简称"本《法律意见书》"）的霍 庭律师、潘沁圣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14403199110407747 号、14403202010176547号《中华人民共和国律师执业证》，且均处于 年审合格 ...

证券代码：002601 证券简称：龙佰集团 公告编号：2025-041 龙佰集团股份有限公司 2025年第一次临时股东大会决议公告 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 8 月 20 日（星期三）下午 14:30 （2）网络投票时间：2025 年 8 月 20 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 8 月 20 日上午 9:15-9:25、9:30-11:30，下午 13:00-15:00； 通过深圳证券交易所互联网投票系统投票的时间为 2025 年 8 月 20 日上午 9:15 至下午 15:00 期间的任意时间。 2、会议召开地点：公司会议室。 其中：参加本次会议的中小投资者共 1,116 人，代表有表决权的股份 139,638,251 股，占公司有表决权股份总数的 5.8899％。 3、召集人：公司董事会。 4、召开方式：现场和网络投票 ...

通过天眼查大数据分析，龙佰集团股份有限公司共对外投资了27家企业，参与招投标项目1295次，知识 产权方面有商标信息26条，专利信息349条，此外企业还拥有行政许可524个。 龙佰集团最新一期业绩显示，截至2025中报，公司营业总收入133.42亿元、同比减少3.35%，归属净利 润13.85亿元，同比减少19.53%，扣非净利润13.47亿元，同比减少19.61%，流动比率0.868、速动比率 0.557、资产负债率60.43%。 天眼查商业履历信息显示，龙佰集团股份有限公司，成立于1998年，位于焦作市，是一家以从事化学原 料和化学制品制造业为主的企业。企业注册资本238629.3256万人民币，实缴资本5216.26万人民币。公 司法定代表人为和奔流。 金融界消息 截至2025年8月20日收盘，龙佰集团（002601）报收于17.89元，上涨2.17%，换手率 1.35%，成交量26.88万手，成交金额4.78亿元。 资金流向方面，今日主力资金净流入6848.25万元，占比成交额14.33%。其中，超大单净流入6087.04万 元、占成交额12.74%，大单净流入761.21万元、占成交额1.59%，中 ...

Group 1 - As of August 19, 2023, the National Social Security Fund has invested in 89 stocks among the top ten circulating shareholders, with the basic chemical industry being the most favored, holding 11 stocks with a total market value of 4.075 billion yuan [1] - Minsheng Securities suggests looking for stocks with good performance in the second quarter, particularly in the new materials industry benefiting from AI capital investment and industry leaders in segments affected by U.S. tariff conflicts [1] - The export window for phosphate fertilizer is approaching, with high demand expected to continue. The export guidance indicates that exports may occur in phases, with the first batch concentrated from May to September, and the total export quota for 2025 is expected to decrease compared to last year [1] Group 2 - As of August 20, 2025, the CSI Sub-Industry Chemical Theme Index (000813) increased by 0.39%, with notable stock performances including Lianhong New Science (up 10.01%) and Yuntianhua (up 4.84%) [2] - The Chemical ETF (159870) rose by 0.63%, with a latest price of 0.64 yuan and a net subscription of 100 million shares during the trading session [2] - The CSI Sub-Industry Chemical Theme Index tracks the performance of large and liquid listed companies in the chemical sector, reflecting the overall performance of these companies [4] Group 3 - As of July 31, 2025, the top ten weighted stocks in the CSI Sub-Industry Chemical Theme Index include Wanhua Chemical, Salt Lake Potash, and Juhua Co., with these stocks accounting for 43.54% of the total index weight [5]

Group 1 - The chemical sector has regained momentum, with the chemical ETF (516020) opening strong and reaching a maximum intraday increase of 1.04%, closing with a gain of 0.79% [1] - Key stocks in the sector include Lianhong Xinke, which hit the daily limit, and Yuntianhua, which surged over 5%, along with significant gains from Sankeshu, Sinochem International, and others [1] - The ongoing promotion of the "old for new" consumption policy is expected to boost domestic demand, benefiting the chemical industry as a key upstream raw material sector [1] Group 2 - China Galaxy Securities anticipates that the effects of policy stimulus will gradually manifest, leading to a recovery in terminal industries and the release of domestic demand potential [3] - The chemical ETF (516020) is currently at a low valuation point, with a price-to-book ratio of 2.1, indicating a favorable long-term investment opportunity [3] - Midstream recovery is expected as the industry addresses issues of overcapacity and excessive competition, particularly in sub-sectors like pesticides, organic silicon, and polyester filament [3] Group 3 - Huazheng Securities notes a clear divergence in chemical product prices, with expectations for gradual price recovery as cost pressures ease [4] - The global chemical industry is experiencing a differentiated landscape due to energy transition and macro policy adjustments, with some sectors entering a recovery phase [4] - The chemical ETF (516020) provides a diversified investment approach, covering various sub-sectors and focusing on large-cap leading stocks [4]

Group 1 - The chemical sector has regained momentum, with the chemical ETF (516020) showing a peak intraday increase of 1.04% before slightly retreating to a 0.79% gain at the time of reporting [1] - Key stocks in the sector include strong performers such as Lianhong Xinke, which hit the daily limit, and Yuntianhua, which surged over 5% [1] - Other notable gainers include Sankeshu and Sinochem International, both rising over 3%, while Xingfa Group and Longbai Group increased by more than 2% [1] Group 2 - China Galaxy Securities anticipates that the second half of the year will see the release of domestic demand potential, driven by policy stimulus and a recovery in terminal industries [3] - The report highlights three investment themes: focusing on domestic demand, exploring cyclical opportunities due to supply-side constraints, and accelerating the localization of new materials [3] - As of August 19, the chemical ETF's underlying index had a price-to-book ratio of 2.1, indicating a low valuation at the 28.18 percentile over the past decade, suggesting attractive long-term investment potential [3] Group 3 - Zhongyuan Securities predicts a phase of improvement in the chemical industry as the rectification of overcapacity and excessive competition progresses [4] - The report suggests continued focus on sectors such as pesticides, organic silicon, and polyester filament [4] - Huashan Securities notes a clear divergence in chemical product prices, with expectations for gradual recovery as global chemical industries adapt to energy structure transitions and macro policy adjustments [4] Group 4 - The chemical ETF (516020) tracks the CSI segmented chemical industry index, covering various sub-sectors, with nearly 50% of its holdings in large-cap leading stocks like Wanhua Chemical and Salt Lake Co [5] - The ETF provides a more efficient way to invest in the chemical sector, allowing investors to capture opportunities across different segments, including phosphate and nitrogen fertilizers [5]

Macro and Strategy - The report analyzes the current bull market in the ChiNext index, noting that it has risen by 21.69% year-to-date as of August 18, 2025, with comparisons to previous bull markets in 2015, 2013, and 2020, which had significantly higher gains [8][3] - The report highlights the differences between the bull markets of 2013-2015, characterized by broad-based gains, and the more structural gains seen from 2018-2021, where a lower percentage of stocks saw significant increases [8] Light Industry Manufacturing - The light industry manufacturing weekly report indicates that the price of boxboard and corrugated paper continues to rise, with July furniture retail sales in the U.S. increasing by 5.1% year-on-year [3][10] - Domestic prices for hardwood pulp have risen slightly, while cultural paper and white cardboard prices remain under pressure due to supply and demand dynamics [9][10] - The report notes that China's furniture exports increased by 3.0% year-on-year in July, with expectations for recovery in the export chain due to recent tariff extensions and upcoming U.S. interest rate cuts [10][11] Automotive Industry - The automotive industry report indicates that vehicle production and sales in July 2025 were 2.591 million and 2.593 million units, respectively, with year-on-year growth of 13.3% and 14.7% [13] - The report highlights a strong pre-sale for the new Tank 500 model, indicating robust consumer interest [13] - The report suggests a focus on the performance of the automotive sector's mid-year results, with a notable increase in wholesale vehicle sales in early August [14] Copper Industry - The report on Tongling Nonferrous Metals indicates a 34% year-on-year decline in net profit for the first half of 2025, despite a revenue increase of 6.4% to 76.1 billion yuan [21][22] - The company has become the largest copper smelting company globally, with a production capacity of 2.2 million tons following the commissioning of a new copper smelting project [22] - The report anticipates a significant increase in copper production capacity with the upcoming commissioning of the Mirador copper mine's second phase [23] Gold Industry - The report on Shanjin International shows a 42.14% year-on-year increase in revenue for the first half of 2025, with net profit rising by 48.43% [24] - The report notes that the company is on track to meet its annual gold production target of at least 8 tons, despite a slight decline in production in the first half [24][25] - The report highlights the potential for future growth through acquisitions and new projects, particularly in Namibia and other regions [25] Electronic and Battery Materials - The report on Shengquan Group indicates a 51.19% year-on-year increase in net profit for the first half of 2025, driven by strong performance in advanced electronic materials and battery materials [31][32] - The company has expanded its market share in synthetic resin and advanced materials, with significant growth in sales volume [32][33] - The report emphasizes the company's ongoing development of new products and applications in the biomass sector, with new projects expected to launch in the near future [34] Medical Aesthetics - The report on Aimeike shows a 21.59% year-on-year decline in revenue for the first half of 2025, with net profit down by 29.57% [35][36] - The company is facing increased competition in the medical aesthetics market, but it is expanding its product line through acquisitions and new product development [36][37] - The report suggests that while short-term challenges exist, the long-term growth potential remains strong due to increasing consumer demand for medical aesthetics [37] Beverage Industry - The report on Yanghe Distillery indicates a significant decline in revenue and net profit for the first half of 2025, with a focus on maintaining pricing power and controlling production volume [38]

Summary of Longbai Group's Conference Call Company Overview - **Company**: Longbai Group - **Industry**: Titanium Dioxide and New Materials Key Financial Metrics - **Net Profit**: Decreased by 16.61% YoY to 1.347 billion CNY [2][3] - **Earnings Per Share**: Decreased by 19.44% YoY to 0.85 CNY [2][3] - **Total Assets**: Slight decrease of 1.12% YoY to 65.461 billion CNY [3] - **Net Assets**: Increased by 0.95% YoY to 23.221 billion CNY [2][3] - **Revenue**: Decreased by 3.34% YoY to 13.331 billion CNY [3] Product Performance - **Titanium Dioxide Sales**: Total sales of 612,000 tons, with domestic sales at 43.71% and international sales at 56.29% [2][6] - **Production and Sales**: - Titanium Dioxide: Production of 682,000 tons (+5.02% YoY), sales of 612,000 tons (+2.08% YoY) [4] - Sulfuric Acid Titanium Dioxide: Sales of 204,400 tons (+4.07% YoY) [6] - Chloride Titanium Dioxide: Sales of 63,100 tons (+21.93% YoY) [6] - Iron Phosphate: Production of 45,800 tons (+64.1% YoY), sales of 38,500 tons (+90.64% YoY) [7] Strategic Adjustments - **Investment Strategy**: Shift from rapid expansion to enhancing asset yield, optimizing project investments, and reducing unnecessary expenditures [2][9] - **Market Response**: Plans to adapt flexibly to global economic uncertainties and raw material price fluctuations to ensure stable development and profitability [2][10] New Energy Business - **Loss Reduction**: Significant reduction in losses in the new energy sector, with a notable increase in production and sales of iron phosphate, leading to positive gross margins [11] - **Sulfuric Iron Price Impact**: Increased prices of sulfuric iron contributed positively to profitability [11] Market Conditions and Future Outlook - **Market Performance**: Prices of seasoning powders and mineral products have declined, with slight decreases in sales in Taiwan [10] - **Profitability Improvement**: Slight improvement in overall profitability in Q2 compared to Q1, driven by reduced losses in positive and negative electrode materials [12] - **Price Trends**: Cautious optimism for Q3 market conditions, with expectations of price adjustments due to low price differentials in the industry [16] Challenges and Risks - **Export Restrictions**: Anti-dumping measures from various countries have limited exports of titanium dioxide, leading to increased domestic supply and lower prices [17][18] - **Profit Margins**: Current profit margins for titanium dioxide are under pressure, with expectations of continued challenges in Q3 and Q4 [18] Future Plans - **New Capacity**: Plans to increase titanium ore capacity to 2.48 million tons, with new production expected by late 2025 to early 2026 [5][13] - **Overseas Expansion**: Establishing overseas bases in Southeast Asia and Malaysia, with production expected to start in the second half of 2026 [14][39] - **Sustainable Practices**: Responding to national calls to reduce supply and avoid vicious competition through production adjustments [33] Conclusion - **Longbai Group** aims to maintain stable growth and profitability while navigating market challenges and adjusting its strategies to enhance operational efficiency and market presence [41]

Group 1 - The article highlights the recent trading activities of well-known private equity fund managers, particularly Feng Liu and Ge Weidong, amid the release of semi-annual reports from listed companies [1][2] - Feng Liu's Gao Yi Lin Shan 1 Hao Yuan Wang Fund has increased its holdings in Longbai Group for two consecutive quarters, holding 88 million shares by the end of Q2, with a market value exceeding 1.4 billion yuan [3][4] - Ge Weidong has maintained his positions in Yiyuan Communication and Zhenlei Technology, with the latter's stock price increasing over 100% this year [1][10] Group 2 - Longbai Group reported a revenue of 13.33 billion yuan for the first half of the year, a year-on-year decline of 3.34%, and a net profit of 1.385 billion yuan, down 19.53% [4][5] - Yiyuan Communication achieved a revenue of approximately 11.546 billion yuan, a year-on-year increase of 39.98%, and a net profit of about 471 million yuan, up 125.03% [12] - Zhenlei Technology reported a revenue of 205 million yuan, a year-on-year increase of 73.64%, and a net profit of 62.32 million yuan, up 1006.99% [12][13] Group 3 - The article suggests that with the expectation of interest rate cuts by the Federal Reserve and the visible effects of China's economic transformation, structural market trends in A-shares and Hong Kong stocks are likely to continue [1][15] - Key sectors for investment focus include technology, innovative pharmaceuticals, and new consumption [1][15] - Private equity firms are showing strong interest in growth sectors while also being cautious about valuation safety, indicating a strategic approach to investment during the earnings disclosure period [16]

Investment Rating - The report maintains a "Buy" rating for the company [5] Core Views - The company reported a revenue of 13.33 billion yuan in the first half of 2025, a decrease of 3.34% year-on-year, and a net profit attributable to shareholders of 1.385 billion yuan, down 19.53% year-on-year [1] - The titanium dioxide industry is facing a supply surplus and declining profit margins, while the profitability of iron-based products and new energy materials has improved [2] - The company is actively promoting upstream resource projects and maintaining a high dividend payout ratio to reward shareholders [3] Summary by Sections Financial Performance - In Q2 2025, the company achieved a revenue of 6.282 billion yuan, a decrease of 3.50% year-on-year and a decrease of 11.01% quarter-on-quarter, with a net profit of 699 million yuan, down 9.24% year-on-year but up 1.90% quarter-on-quarter [1] - The average selling price of titanium dioxide decreased by 9.6% to 14,200 yuan per ton in H1 2025, with a gross margin decline of 6.4 percentage points to 27.1% [2] Production and Sales - The company produced 682,200 tons of titanium dioxide in H1 2025, an increase of 5.02% year-on-year, with sales of 612,000 tons, up 2.08% year-on-year [2] - The production of titanium dioxide via sulfate and chloride processes was 463,500 tons and 218,700 tons, respectively, with year-on-year growth of 2.16% and 11.64% [2] Upstream Resource Development - The company is advancing two key projects: the joint development of the Hongge North Mine and the Xujia Gou Iron Mine, aiming for an annual titanium concentrate capacity of 2.48 million tons and iron concentrate capacity of 7.6 million tons [3] - The company has distributed over 19.3 billion yuan in dividends since its listing, with a cash dividend of 1.5 yuan per 10 shares in June 2025, totaling 1.186 billion yuan [3] Profit Forecast and Valuation - The company’s net profit forecasts for 2025, 2026, and 2027 are 2.957 billion yuan, 3.367 billion yuan, and 3.753 billion yuan, respectively [3] - The report provides a detailed financial forecast, including revenue growth rates and profit margins for the upcoming years [4][11]