2025年11月 致：湖北鼎龙控股股份有限公司 湖南启元律师事务所（以下简称"本所"）受湖北鼎龙控股股份有限公司（以 下简称"鼎龙股份"、"公司"或"发行人"）委托，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 《深圳证券交易所创业板股票上市规则》《可转换公司债券管理办法》（以下简 称"《管理办法》"）、《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》（以下简称"《监管指引》"）等法律、法规、规章和其他规范性文 件以及《湖北鼎龙控股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》"）的有关规定，现就公司向不特定对象发行可 转换公司债券回售的相关事宜（以下简称"本次回售"）出具本法律意见书。 本所律师根据本次回售所掌握的事实和公司提供的文件资料，按照现行法律、 法规的要求发表法律意见。为出具本法律意见书，本所律师就本次回收所涉及的 有关事项进行了审查并取得了相关证明材料。本所律师得到公司如下保证，即其 已提供了本所律师认为作为出具本法律意见书所必需的全部文件资料，所提供的 文件资料和陈述、说明均 ...

招商证券股份有限公司（以下简称"招商证券"或"保荐机构"）作为湖北 鼎龙控股股份有限公司（以下简称"鼎龙股份"或"公司"）向不特定对象发行 可转换公司债券的持续督导的保荐机构，根据《证券发行上市保荐业务管理办法》 《可转换公司债券管理办法》《深圳证券交易所创业板股票上市规则》《深圳证券 交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》等有关法律 法规规定，对鼎龙股份可转换公司债券（以下简称"鼎龙转债"，债券代码：123255） 回售有关事项进行了审慎核查，具体情况如下： 一、"鼎龙转债"发行上市情况 （一）可转换公司债券发行情况 经中国证券监督管理委员会《关于同意湖北鼎龙控股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〔2025〕477 号）同意，公司于 2025 年 4 月 2 日向不特定对象发行面值总额 91,000 万元可转换公司债券，期限 6 年，每张面值为人民币 100 元，发行数量 9,100,000 张，募集资金总额为人民 币 91,000 万元。扣除发行费用人民币 1,288.219914 万元（不含税）后，募集资金 净额为人民币 89,711.78008 ...

Core Points - The company has set the stock option exercise conditions for 2026 based on a net profit of approximately 2.22 billion yuan for 2023, with a growth rate requirement of 283% to 350% [1] - The trigger value for the 2026 net profit is estimated to be around 8.5 billion yuan, while the target value is set at 10 billion yuan [1] - The company aims to drive the development of various business segments to meet the performance assessment requirements for the equity incentive plan [1]

Core Insights - The semiconductor polishing liquid is a critical consumable in the chemical mechanical polishing (CMP) process, essential for achieving global planarization of wafer surfaces through chemical etching and mechanical grinding [1][8] - The global market for CMP polishing liquids is projected to reach $3.2 billion in 2024, surpassing $3.5 billion in 2025, and is expected to reach $4.5 billion by 2028, driven by the upgrade of the optoelectronic industry and the expansion of third-generation semiconductor applications [1][8] - In China, the market for semiconductor polishing liquids is anticipated to grow from approximately 6 billion yuan in 2024 to 10.5 billion yuan by 2028, with domestic companies like Anji Technology and Dinglong Co. making significant breakthroughs [1][8] Industry Overview - Semiconductor polishing liquids, composed of nano-sized abrasives, oxidizers, complexing agents, and deionized water, are designed to achieve micron or nano-level precision removal of materials such as silicon, copper, and tungsten [2][3] - The industry is characterized by a dual structure of overseas dominance and domestic breakthroughs, with foreign companies leading in high-end markets while local firms strive to catch up [1][9] Policy Background - China has implemented multiple policies to support the domestic semiconductor polishing liquid industry, focusing on R&D support, capacity building, standardization, and application promotion [4][5] Industry Chain - The semiconductor polishing liquid industry chain includes upstream raw materials (abrasives, oxidizers), midstream production (companies like Anji Technology and Dinglong Co.), and downstream consumption primarily in integrated circuit manufacturing [5][6] - The integrated circuit manufacturing sector is the core consumer market, with significant demand driven by advancements in logic and memory chips [6] Market Dynamics - The advanced packaging sector is emerging as a key growth driver for the semiconductor polishing liquid market, with the market size expected to exceed 110 billion yuan by 2025, reflecting a compound annual growth rate of 25.6% [6][7] - The demand for specialized polishing liquids is increasing due to the stringent requirements of new chip structures and advanced packaging technologies [6][7] Competitive Landscape - The Chinese semiconductor polishing liquid market is dominated by international players like Cabot and Hitachi, while local companies such as Anji Technology and Dinglong Co. are making strides in market share and technological advancements [9][10] - Anji Technology leads with over 40% market share in copper polishing liquids, while Dinglong Co. has a nearly 30% share in polishing pads [9][10] Future Trends - The industry is expected to focus on technological advancements, supply chain autonomy, and green transformation, with an emphasis on developing low-defect formulations for advanced processes [11][12] - Companies will prioritize the development of customized products for emerging applications, while also addressing the challenges of high-purity raw material production [11][12] - Environmental considerations will drive the development of eco-friendly polishing liquids and sustainable manufacturing processes [13]

Core Insights - CMP cleaning solution is a critical material in semiconductor manufacturing, ensuring nanometer-level cleanliness and enhancing chip yield and reliability [1][2] - The global semiconductor wet electronic chemicals market is projected to reach $5.5 billion in 2024 and exceed $6.6 billion by 2028, with China's CMP cleaning solution market expected to grow from approximately 1.3 billion yuan in 2024 to 1.91 billion yuan by 2028 [1][8] CMP Cleaning Solution Industry Overview - CMP cleaning solution is essential for removing impurities from wafer surfaces, directly impacting subsequent processes like lithography and etching [2][4] - The cleaning process accounts for over 30% of the total steps in chip manufacturing, making it the largest single operation [4] Industry Chain of CMP Cleaning Solution in China - The upstream materials include organic solvents, acid/base solutions, surfactants, and chelating agents, with increasing domestic production reducing reliance on imports [4] - Midstream companies like Anji Technology and Jianghua Micro are breaking international monopolies and achieving domestic substitution [4] - The downstream market is driven by strong demand in integrated circuit manufacturing and advanced packaging, creating a positive feedback loop of "demand-research-application" [4] Market Demand and Growth - The integrated circuit manufacturing sector is the largest consumer of CMP cleaning solutions, with significant growth driven by advancements in technology and production capacity [6] - The advanced packaging market is expected to exceed 110 billion yuan by 2025, with a compound annual growth rate of 25.6%, significantly boosting the demand for specialized CMP cleaning solutions [7] Competitive Landscape - The CMP cleaning solution industry in China is characterized by intense competition between international giants and domestic companies [8] - International leaders like Entegris and Fujifilm dominate the high-end market, while domestic firms like Anji Technology are rapidly catching up through technological advancements and market expansion [8][10] Future Development Trends - The industry will focus on technological upgrades, domestic substitution, and green intelligent transformation [12] - There will be a shift towards high-precision, customized formulations to meet the complex cleaning requirements of advanced semiconductor processes [12] - Domestic companies are expected to enhance their supply chain autonomy by developing core raw materials locally, reducing dependency on foreign brands [13] - The trend towards environmentally friendly and intelligent production processes will drive the industry towards high-quality and high-value development [14]

Group 1: Oil and Chemical Industry Outlook - China Galaxy Securities forecasts Brent crude oil prices to range between $60-70 per barrel by 2026, with costs expected to stabilize [1] - The chemical industry is experiencing negative capital expenditure growth since 2024, with supply expected to contract due to the "anti-involution" trend and accelerated elimination of outdated overseas capacity [1] - The "14th Five-Year Plan" draft emphasizes expanding domestic demand, combined with the onset of the US interest rate cut cycle, which is expected to open up demand for chemical products [1] - A dual bottom in supply and demand is anticipated, with strong policy expectations catalyzing a potential cyclical upturn in the chemical industry by 2026, leading to a "Davis Double Play" from valuation recovery to earnings growth [1] Group 2: Specific Chemical Sector Recommendations - PTA industry is operating at low levels, with increasing calls for anti-involution; recommended companies include Hengli Petrochemical, Rongsheng Petrochemical, Xinfon Ming, and Tongkun [1] - Polyester filament capacity is becoming concentrated, with industry self-discipline enhancing cyclical elasticity; recommended companies include Xinfon Ming, Tongkun, and Hengyi Petrochemical [1] - The spandex industry is expected to see increased concentration; recommended companies include Huafeng Chemical and Xinxiang Chemical Fiber [1] - Global demand for pesticides is improving, with bottom-priced varieties likely to rebound; recommended companies include Yangnong Chemical, Runfeng Shares, Jiangshan Shares, Guangxin Shares, and Lier Chemical [1] - Organic silicon capacity expansion is nearing completion, with supply-demand dynamics expected to improve; recommended companies include Hesheng Silicon Industry, Xin'an Shares, and Dongyue Silicon Material [1] - The titanium dioxide industry is facing challenges and opportunities; recommended company is Longbai Group [1] - Refining capacity is being optimized, with a shift from oil to chemicals enhancing effective supply; recommended companies include Sinopec, PetroChina, Rongsheng Petrochemical, and Hengli Petrochemical [1] Group 3: Demand-Supported Chemical Sectors - Strong pricing power from suppliers is expected to sustain high demand for potash fertilizers; recommended companies include Yara International and Dongfang Iron Tower [2] - Phosphate supply and demand remain tight, benefiting resource-based companies; recommended companies include Batian Shares, Yuntianhua, Xingfa Group, and Chuanheng Shares [2] - Strict quota policies are expected to sustain high demand for refrigerants; recommended companies include Juhua Co., Sanmei Co., and Yonghe Co. [2] - Amino acids are expected to maintain their upward trend, with overseas capacity gradually exiting; recommended companies include New Hope Liuhe, Andisu, and Meihua Biological Technology [2] - The chlorinated sugar market is anticipated to see anti-involution, with significant potential for allulose; recommended companies include Jinhui Industrial, Bailong Chuangyuan, and Baolingbao Biology [2] - Vitamins are leading the current round of chemical price increases, entering the second phase; recommended companies include New Hope Liuhe and Zhejiang Medicine [2] - The EU's preliminary anti-dumping ruling is expected to reassess the value of overseas tires; recommended companies include Sailun Tire and Senqilin [2] - The civil explosives industry is developing steadily, with policy guidance likely accelerating industry consolidation; recommended companies include Guangdong Hongda, Yipuli, and Jiangnan Chemical [2] Group 4: New Materials and Technologies - Lightweight humanoid robots may benefit from PEEK as a key solution; recommended companies include Zhongyan Shares, Water Shares, and Guoen Shares [3] - AI is driving global demand for computing power, with electronic-grade PPO expected to grow; recommended companies include Shengquan Group and Dongcai Technology [3] - The domestic substitution of core chip materials, particularly photoresists, is accelerating; recommended companies include Wanrun Shares and Dinglong Shares [3]

Economic Information - China's textile and apparel exports from January to October 2025 totaled $243.95 billion, a decrease of 1.6%. In October alone, exports were $22.26 billion, down 12.6% [2][6] - The Shanghai Cyberspace Administration has launched a special enforcement action to address the misuse of AI technologies, focusing on compliance to support the high-quality development of emerging industries. During this action, 54 apps utilizing generative AI technology were removed from local app stores [2][6] Company Alerts - ST Changyuan's chairman Qiao Wenjian has been detained for suspected job-related violations [4] - Saiwei Electronics' second-largest shareholder, the Big Fund, reduced its stake by 1.07% from September 23 to November 24 [4][6] - Yidian Tianxia's second-largest shareholder, Ningbo Zhongdianyi Enterprise Management Partnership, sold shares during a period of stock volatility [4][6] - Wireless Media's shareholders plan to reduce their holdings by up to 4.70% [4][6] - Huifa Foods' shareholder Hui Xiping intends to reduce his stake by up to 3% [4][6] - Dongfang Ocean's shareholder Guoyuan Fund plans to reduce its stake by up to 3% [4][6] - Other companies with shareholders planning to reduce stakes include Dinglong Co., Xinghui Entertainment, Zhongke Information, and others, with reductions ranging from 0.04% to 4.70% [4][6] Overseas Alerts - JPMorgan's commodity research head, Natasha Kaneva, indicated that without intervention, the global oil market will face a surplus of 2.8 million barrels per day next year, and 2.7 million barrels per day by 2027. Under these conditions, Brent crude oil prices could drop below $60 per barrel in 2026 and end the year at over $40 per barrel. By 2027, the average price may fall to $42 per barrel, potentially dropping to the $30 range by year-end [3][6] - German Chancellor Merz stated that the U.S. proposed peace plan for Ukraine is unlikely to be finalized by the 27th, with only small-scale progress expected in the coming days [2][3]

Group 1 - The core point of the article is that Dinglong Co., Ltd. announced plans for share reduction by its board members, which may impact investor sentiment and stock performance [1] - Dinglong Co., Ltd. has a total of approximately 770,000 shares held by board members, representing 0.08% of the total share capital [1] - The planned share reduction will involve a maximum of 340,000 shares, accounting for 0.04% of the total share capital, to be executed within three months starting from December 17, 2025 [1] Group 2 - For the fiscal year 2024, Dinglong Co., Ltd. reported that 99.2% of its revenue is generated from the optoelectronic materials industry, while other businesses contribute only 0.8% [1] - As of the report date, Dinglong Co., Ltd. has a market capitalization of 32.1 billion yuan [1]

aa 证券研究报告·金融工程报告 2025 年 11 月 24 日 江海证券研究发展部 敬请参阅最后一页之免责条款 金融工程定期报告 转债债性激增防御性突显，回撤小于 权益 核心内容： ◆可转债市场表现： 江海证券有限公司及其关联机构在法律许可的情况下可能与本报告所分析的企业存在业务关系，并且继续寻求发展这些关系。因此，投资者应当考虑到本公司可能存在影响本报告客观性的 利益冲突，不应视本报告为投资决策的唯一因素。 分析师：梁俊炜 执业证书编号： S1410524090001 联系人：朱威 执业证书编号： S1410124010022 相关研究报告 1.可转债跟踪周报：转债债性支撑上 涨，表现优于权益—2025.11.17 2.可转债跟踪周报：转债继续随权益 上涨，可维持均衡配置—2025.11.10 3.可转债跟踪周报：转债放量延续上 扬，涨幅超越权益—2025.11.03 4.可转债跟踪周报：转债缩量上涨， 涨幅较权益偏低—2025.10.27 5.可转债跟踪周报：转债随权益下 行，偏股转债回撤较大—2025.10.21 ➢ 近一周（2025-11-17 至 2025-11-21），上证转债、深证转债、中证 ...

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