北 京 大 成 （ 武 汉 ） 律 师 事 务 所 关 于 湖 北 鼎 龙 控 股 股 份 有 限 公 司 " 鼎 龙 转 债 " 2025 年 第 一 次 债 券 持 有 人 会 议 的 法 律 意 见 书 北 京 大 成 （ 武 汉 ） 律 师 事 务 所 www.dentons.cn 武汉市江岸区建设大道 718 号浙商大厦 10 层（430015） 10/F, Zheshang Tower, No.718, Jianshe Avenue Jiang'an District, 430015, Wuhan, China Tel: +86 27-82622590 Fax: +86 27-82651002 1 北京大成（武汉）律师事务所 关于湖北鼎龙控股股份有限公司 "鼎龙转债"2025 年第一次债券持有人会议的法律意见书 致：湖北鼎龙控股股份有限公司 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》"）、《可转换公司债券管理办法》等法律、 法规和其他有关规范性文件以及《湖北鼎龙控股股份有限公司可转换公司债券之 债券持有人会议规则》（以下简称"《债券持有 ...

北 京 大 成 （ 武 汉 ） 律 师 事 务 所 关 于 湖 北 鼎 龙 控 股 股 份 有 限 公 司 2025 年 第 一 次 临 时 股 东 会 的 法 律 意 见 书 北 京 大 成 （ 武 汉 ） 律 师 事 务 所 www.dentons.cn 武汉市江岸区建设大道 718 号浙商大厦 10 层（430015） 10/F, Zheshang Tower, No.718, Jianshe Avenue Jiang'an District, 430015, Wuhan, China Tel: +86 27-82622590 Fax: +86 27-82651002 1 北京大成（武汉）律师事务所 关于湖北鼎龙控股股份有限公司 2025 年第一次临时股东会的法律意见书 致：湖北鼎龙控股股份有限公司 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》"）和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》"）等法律、法规和其他有关规范性 文件的要求，北京大成（武汉）律师事务所（以下简称"本所"）接受湖北鼎龙控 股股份有限公司（以 ...

本公司及董事会全体成员保证信息披露的内容真实、准确和完整， 没有虚假记载、误导性陈述或者重大遗漏。 特别提示： 1.本次股东会未出现否决议案的情形； 证券代码：300054 证券简称：鼎龙股份 公告编号：2025-079 债券代码：123255 债券简称：鼎龙转债 湖北鼎龙控股股份有限公司 2025年第一次临时股东会决议公告 2.本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1、湖北鼎龙控股股份有限公司于 2025 年 11 月 1 日在巨潮资讯网披露了《关 于召开 2025 年第一次临时股东会的通知》（公告编号 2025-077）。 3、会议召开时间： （1）现场会议召开时间：2025 年 11 月 21 日（星期五）下午 15:00 开始 （2）网络投票时间：2025 年 11 月 21 日当天。其中： ①通过深圳证券交易所交易系统进行投票的具体时间为：2025 年 11 月 21 日 9∶15—9∶25，9∶30—11∶30，13∶00—15∶00。 ②通过深圳证券交易所互联网投票系统投票的时间为：2025 年 11 月 21 日 9： 15—15∶00 期间 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [8] Core Insights - The semiconductor business of the company is experiencing accelerated growth, with significant year-on-year increases in revenue and profit margins [6][13] - For Q3 2025, the company achieved a revenue of 967 million yuan, a year-on-year increase of 6.57%, and a net profit attributable to shareholders of 208 million yuan, up 31.48% year-on-year [2][6] - For the first three quarters of 2025, the company reported a total revenue of 2.698 billion yuan, reflecting an 11.23% year-on-year growth, and a net profit of 519 million yuan, which is a 38.02% increase year-on-year [2][6] Financial Performance - The gross profit margin for Q3 2025 was 53.67%, an increase of 5.10 percentage points year-on-year [2][6] - The company's semiconductor segment generated a revenue of 1.534 billion yuan in the first three quarters of 2025, marking a 41.27% year-on-year growth and accounting for 57% of total revenue [13] - The company expects the revenue share from the semiconductor business to further increase by the end of 2025 [13] Product Development - The company has over 10 products in the galloon sample testing phase, with several key models aiming for order fulfillment in Q4 2025 [13] - The company has established a production capacity for high-end wafer photoresists, with a planned annual output of 300 tons set to enter trial operation [13] Future Outlook - The company is positioned as a leader in the domestic semiconductor materials market, with expectations for continued high growth rates in the coming years [13] - Forecasted net profits for 2025, 2026, and 2027 are projected to be 714 million yuan, 942 million yuan, and 1.186 billion yuan respectively, with corresponding price-to-earnings ratios of 46x, 35x, and 27x [13]

Group 1 - The core viewpoint of the news is that Dinglong Co., Ltd. has seen a significant stock price increase of 5.22%, reaching 36.30 CNY per share, with a total market capitalization of 34.369 billion CNY [1] - Dinglong Co., Ltd. is primarily engaged in the business of printing and copying consumables and optoelectronic semiconductor process materials, with 99.47% of its revenue coming from semiconductor materials, chips, and printing consumables [1] - The company was established on July 11, 2000, and went public on February 11, 2010, located in Wuhan, Hubei Province [1] Group 2 - In terms of fund holdings, Invesco Great Wall Fund has a significant position in Dinglong Co., with its Quantitative Selected Stock A fund holding 93,200 shares, representing 0.53% of the fund's net value [2] - The fund has achieved a year-to-date return of 29.92% and a one-year return of 22.77%, ranking 1808 out of 4216 and 1780 out of 3922 respectively in its category [2] - The fund manager, Li Haiwei, has a tenure of 12 years and 17 days, with the fund's total asset size at 8.207 billion CNY [3]

Core Viewpoint - Dinglong Co., Ltd. achieved a net profit attributable to shareholders of approximately 520 million yuan in the first three quarters of 2025, representing a year-on-year increase of about 38.0% [1] Financial Performance - In Q3 2025, the company realized a net profit of 210 million yuan, showing a year-on-year growth of approximately 31.5% and a quarter-on-quarter increase of about 22.5% [1] - The Q3 performance met expectations, driven by rapid growth in the semiconductor business [1] Business Drivers - The company's profitability and quality have further improved, primarily due to: 1. Sustained growth in the semiconductor business, driving both year-on-year and quarter-on-quarter performance [1] 2. Ongoing cost reduction and efficiency improvement initiatives [1] Market Position - The company's products have deeply penetrated domestic core wafer fab customers, solidifying its leading position in the domestic supply chain [1] Capacity Expansion - To match downstream demand, the company plans to increase its production capacity to approximately 50,000 wafers per month by the end of Q1 2026, equating to an annual production of about 600,000 wafers [1] Product Development - In the area of advanced semiconductor packaging materials, the company is continuously validating and introducing its products with major domestic packaging and testing customers [1] Investment Rating - The company maintains a "Buy" rating [1]

Core Insights - Dinglong Co., Ltd. has seen a stock price increase of 36.73% year-to-date, with a recent decline of 3.83% over the past five trading days [1] - The company reported a revenue of 2.698 billion yuan for the first nine months of 2025, reflecting a year-on-year growth of 11.23%, and a net profit of 519 million yuan, up 38.02% year-on-year [2] Financial Performance - As of October 20, 2025, Dinglong Co., Ltd. had a total of 43,000 shareholders, a decrease of 7.17% from the previous period [2] - The company has distributed a total of 476 million yuan in dividends since its A-share listing, with 141 million yuan distributed over the last three years [2] Stock Market Activity - On November 6, 2025, Dinglong's stock price was reported at 35.44 yuan per share, with a market capitalization of 33.555 billion yuan [1] - The stock experienced a net inflow of 7.0338 million yuan from major funds, with significant buying activity from large orders [1] Business Overview - Dinglong Co., Ltd. specializes in general printing and copying consumables and optoelectronic semiconductor process materials, with 99.47% of its revenue coming from semiconductor materials, chips, and printing consumables [1] - The company is classified under the electronic industry, specifically in electronic chemicals, and is involved in sectors such as photoresists and advanced packaging [1]

Core Viewpoint - The control transfer of Zhongyuan Co., Ltd. to the Zhu family of Dinglong Co., Ltd. is a strategic capital operation that reflects a significant shift in ownership and governance, with both companies planning to continue their independent development in their respective fields [2][3][6]. Company Overview - Zhongyuan Co., Ltd. specializes in the research, manufacturing, and sales of products related to power system intelligent recording analysis, time synchronization, distribution network automation equipment, and comprehensive automation systems [3]. - Dinglong Co., Ltd. focuses on semiconductor materials and general printing consumables [3]. Control Transfer Details - The control transfer involves a combination of voting rights entrustment and a private placement of 500 million yuan, with the Zhu family set to control 26.68% of the voting rights in Zhongyuan after the transfer [4][6]. - As of November 3, 2025, Zhu Mengqian holds 4.92% of Zhongyuan's shares, and the original controlling shareholders will entrust a total of 20.71% of their voting rights to the Zhu family [4][5]. Financial Performance - Zhongyuan Co., Ltd. reported a revenue of 554 million yuan in 2024, a year-on-year increase of 23.57%, and a net profit of 77 million yuan, up 28.05% [6]. - In the first three quarters of 2025, Zhongyuan achieved a revenue of 415 million yuan, a growth of 18.65%, and a net profit of 113 million yuan, a significant increase of 69.27% [6]. - Dinglong Co., Ltd. reported a revenue of 1.732 billion yuan in the first half of 2025, a year-on-year increase of 14%, and a net profit of 311 million yuan, up 42.78% [6]. Future Development Plans - Both companies will maintain their independent development strategies, with Zhongyuan continuing to focus on the smart grid sector and Dinglong enhancing its position in the semiconductor materials field [7]. - The new controlling shareholders of Zhongyuan are expected to bring management and decision-making expertise from Dinglong to improve Zhongyuan's governance and operational efficiency [7].

Core Viewpoint - The control of Zhongyuan Co., Ltd. has changed hands again, with the new actual controllers being Zhu Shuangquan, Zhu Shunquan, and Zhu Mengqian, following a rapid process of only four days from announcement to completion of the transfer [1][2]. Group 1: Control Change Details - On October 30, 2023, a voting rights entrustment agreement was signed, allowing the new controllers to exercise the voting rights of 101 million shares, representing 25.63% of the total voting rights [2][3]. - The company plans to issue up to 61.35 million shares to the new controllers, raising a total of up to 500 million yuan, with the share price set at 8.15 yuan per share [3][4]. - After the issuance, the new controllers will collectively hold 26.68% of Zhongyuan's shares, solidifying their control over the company [3][4]. Group 2: Financial Performance - For the first three quarters of 2025, Zhongyuan reported revenue of 415 million yuan, an increase of 18.65% year-on-year, and a net profit attributable to shareholders of 113 million yuan, up 69.27% year-on-year [1][8]. - In the third quarter alone, the company achieved revenue of 178 million yuan, reflecting a year-on-year growth of 20.13%, and a net profit of 54 million yuan, which is a 60.21% increase compared to the same period last year [7][8]. Group 3: Strategic Intentions - The change in control is aimed at bringing in a new actual controller with strong financial capabilities to enhance the company's competitiveness and governance, promoting long-term sustainable development [8]. - The new controllers are expected to support the company's business development, ensuring a stable shareholding structure and reinforcing control over the company [3][4].

Core Viewpoint - Dinglong Co., Ltd. has announced the adjustment of unused fundraising for the "Optoelectronic Semiconductor Material R&D and Manufacturing Center Project," with a total investment of 288 million yuan and planned fundraising of 155 million yuan [1][2]. Fundraising Adjustment - The company plans to redirect 155 million yuan of the previously raised funds, which accounts for 17.03% of the total fundraising amount of 910 million yuan from a convertible bond issuance [1][2]. - The original project aimed to invest 170 million yuan in the domestic production base for key raw materials, but only 10.69 million yuan has been utilized as of September 30, 2025 [2]. New Project Details - The new project will be implemented by Dinglong Co., with a total investment of 288 million yuan and a construction period of three years [2]. - The project will establish a nine-story R&D and manufacturing center, with an expected annual production capacity of 4,000 tons of prepolymer, 200 tons of microspheres, 400,000 large silicon wafer polishing pads, 30 tons of alumina abrasives, and 50 tons of cerium oxide abrasives [2]. Semiconductor Business Growth - Dinglong Co. focuses on semiconductor innovation materials, particularly in CMP process materials, wafer photoresists, and advanced packaging materials [3]. - The semiconductor segment has become the primary growth driver, achieving a revenue of 1.534 billion yuan in the first three quarters of 2025, a year-on-year increase of 41.27%, with its revenue share rising from 46% in 2024 to 57% [4]. Financial Performance - For the first three quarters of 2025, Dinglong Co. reported a revenue of 2.698 billion yuan, an increase of 11.23% year-on-year, and a net profit attributable to shareholders of 519 million yuan, up 38.02% [4]. - The company has maintained stable performance, with a third-quarter revenue of 967 million yuan, reflecting a year-on-year growth of 6.57% [4]. - R&D investment reached 389 million yuan in the first three quarters, a 16% increase year-on-year, accounting for 14.41% of total revenue, primarily directed towards the semiconductor sector [4].