风神轮胎股份有限公司 2025年"提质增效重回报"行动方案 半年度实施情况评估报告 为深入贯彻党的二十大和中央金融工作会议精神，落实国务院《关于进一步 提高上市公司质量的意见》要求，积极响应上海证券交易所《关于开展沪市公司 "提质增效重回报"专项行动的倡议》，践行以"投资者为本"的发展理念，推 动风神轮胎股份有限公司（以下简称"公司"）高质量发展和投资价值提升，保 护投资者尤其是中小投资者合法权益，公司结合自身经营情况和发展战略，于 2025 年 2 月 20 日披露了《风神轮胎股份有限公司"提质增效重回报"行动方 案》。 自行动方案发布以来，公司积极开展和落实相关工作，推动经营质量稳定提 升，切实增强股东回报。现将公司 2025 年上半年方案的执行情况报告如下： 一、深耕主责主业，提升经营质量 2025 年上半年，公司秉持"科技与创新驱动，践行绿色发展，始终追求为 全球客户创造更高价值轮胎"的使命，围绕产品高端化、数字化转型、绿色发展 理念践行新质生产力，力争用卓越品质，做成国际品牌，通过中西合璧，使公司 成为全球工业胎领域耀眼的明星。2025 年上半年，公司实现营业收入 35.18 亿元， 同比增长 11 ...

股票代码：600469 股票简称：风神股份 公告编号：临 2025-055 风神轮胎股份有限公司 第九届董事会第十三次会议决议公告 公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 风神轮胎股份有限公司（以下简称"公司"）第九届董事会第十三次会议通 知于 2025 年 8 月 17 日以电子邮件和电话通知方式发出，会议于 2025 年 8 月 27 日以现场和通讯表决相结合的方式召开，本次会议应出席董事 7 名，实际出席董 事 7 名。本次会议召开符合《公司法》《证券法》等法律法规和《公司章程》的 规定，合法有效。 本次会议审议通过了以下议案： 一、审议通过了《关于 2025 年半年度报告及摘要的议案》； 本议案已经公司董事会审计委员会审议通过，并同意提交董事会审议。 表决结果：赞成 7 票；反对 0 票；弃权 0 票。 二、审议通过了《关于 2025 年上半年计提资产减值准备的议案》； 本议案已经公司董事会审计委员会审议通过，并同意提交董事会审议。 本议案已经公司董事会审计委员会、独立董事专门会议审议通过，并同意提 交董事 ...

1 / 150 公司代码：600469 公司简称：风神股份 风神轮胎股份有限公司2025 年半年度报告 风神轮胎股份有限公司 2025 年半年度报告 六、 前瞻性陈述的风险声明 √适用 □不适用 风神轮胎股份有限公司2025 年半年度报告 重要提示 一、 本公司董事会及董事、高级管理人员保证半年度报告内容的真实性、准确性、完整性，不 存在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、 公司全体董事出席董事会会议。 三、 本半年度报告未经审计。 四、 公司负责人王建军、主管会计工作负责人刘春及会计机构负责人（会计主管人员）马嘉宾 声明：保证半年度报告中财务报告的真实、准确、完整。 五、 董事会决议通过的本报告期利润分配预案或公积金转增股本预案 公司本报告期内无半年度利润分配预案或公积金转增股本预案。 本报告所涉及的未来计划、发展战略等前瞻性陈述，不构成公司对投资者的实质性承诺，请 投资者注意投资风险。 七、 是否存在被控股股东及其他关联方非经营性占用资金情况 否 八、 是否存在违反规定决策程序对外提供担保的情况 否 九、 是否存在半数以上董事无法保证公司所披露半年度报告的真实性、准确性和完整 ...

Group 1 - The core viewpoint of the article highlights the projected decline in the production of rubber tires in China, with a specific focus on the external tire segment [1] - According to data from the National Bureau of Statistics, the production of rubber tires in June 2025 is expected to reach 10,275 million units, reflecting a year-on-year decrease of 1.1% [1] - For the first half of 2025, the cumulative production of rubber tires in China is reported to be 59,166.8 million units, indicating a cumulative growth of 2% [1] Group 2 - The article references several listed companies in the tire industry, including Linglong Tire, Triangle Tire, Sailun Tire, Guizhou Tire, and others [1] - The report mentioned is titled "2025-2031 China Rubber Tire Outer Tire Industry Market Analysis Research and Industry Trend Judgment Report" published by Zhiyan Consulting [1][3] - Zhiyan Consulting is recognized as a leading industry consulting firm in China, specializing in in-depth industry research and providing comprehensive solutions for investment decisions [3]

Group 1 - The latest stock price of Fengshen Co., Ltd. is 6.22 yuan, down 0.80% from the previous trading day, with a trading range of 6.19 to 6.29 yuan and a transaction amount of 0.52 billion yuan [1] - The company is primarily engaged in the research, development, production, and sales of tires and related products, including all-steel radial tires and engineering machinery tires [1] - Fengshen Co., Ltd. is part of the rubber products industry and is involved in concepts related to the Henan region and state-owned enterprise reform [1] Group 2 - On August 18, the company announced that its application for the issuance of A-shares to specific objects for the year 2025 has been accepted by the Shanghai Stock Exchange [1] - This matter still requires approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission before implementation [1]

Core Viewpoint - The event "I am a shareholder" organized by Shanghai Stock Exchange and Zhongyuan Securities successfully facilitated investor engagement with Windson Co., highlighting the company's investment value and promoting active shareholder awareness [1] Company Overview - Windson Co. is a publicly listed company under China National Chemical Corporation, specializing in the production of various brands of truck and bus tires, as well as off-road tires, with products sold in over 140 countries and regions globally [2] - The company serves as a strategic supplier for leading domestic engineering machinery firms like XCMG and SANY, and also supplies tires for renowned global construction equipment manufacturers such as Volvo and Caterpillar [2] Event Highlights - Over 50 investors participated in the event, touring Windson Co.'s production line for giant engineering radial tires, observing the entire manufacturing process from molding to vulcanization [3] - The production facility showcased the manufacturing of "giant" products with diameters exceeding three meters, which is a core pillar of Windson Co.'s strategic transformation [3] Management Insights - Following the tour, the chairman of Windson Co., Wang Jianjun, provided a detailed overview of the company's development history, current operational status, and future strategic plans during a Q&A session with investors [4] - Investors raised questions regarding the company's performance, competitive landscape in the tire industry, and plans for capital increase, to which Wang Jianjun provided thorough and professional responses [4] - Wang acknowledged the existing technological gaps with leading international tire companies, emphasizing the company's commitment to enhancing material formulations and process precision, supported by a robust R&D framework [4] Future Engagement - The event established an effective communication bridge between investors and Windson Co., allowing for a deeper understanding of the company's operations and future direction [5] - Zhongyuan Securities plans to continue the "Walk into Listed Companies" series, aiming to foster a rational, value-oriented, and long-term investment environment while protecting investors' rights [5]

Core Opinion - The audit report concludes that the financial statements of Windshun Tire Co., Ltd. fairly reflect its financial position and operating results for the years ending December 31, 2024, 2023, and 2022, in accordance with accounting standards [2][3]. Summary by Sections Audit Opinion - The audit firm believes that the financial statements are prepared in accordance with accounting standards and fairly represent the company's financial status and cash flows for the specified years [2]. Basis for Audit Opinion - The audit was conducted following Chinese CPA auditing standards, ensuring independence and adherence to ethical guidelines [2][3]. Key Audit Matters - **Revenue Recognition**: The company reported revenues of RMB 6,708.15 million, RMB 5,738.75 million, and RMB 4,987.89 million for the years 2024, 2023, and 2022 respectively. The management's potential inappropriate revenue recognition practices pose inherent risks [3]. - **Inventory Impairment Provision**: The inventory balances were RMB 1,430.29 million, RMB 1,156.35 million, and RMB 1,142.87 million for the years 2024, 2023, and 2022, with impairment provisions of RMB 25.58 million, RMB 28.61 million, and RMB 25.82 million respectively. The significant judgment involved in estimating the net realizable value of inventory makes this a key audit matter [4]. Management and Governance Responsibilities - Management is responsible for preparing financial statements that fairly reflect the company's financial position and for maintaining necessary internal controls to prevent material misstatements [5][6]. Auditor Responsibilities - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error, and to issue an audit report that includes an opinion [6][7]. Company Overview - Windshun Tire Co., Ltd. is engaged in the research, design, development, production, and operation of tires, as well as tire import and export business [3][9]. Financial Reporting - The financial statements are prepared based on the going concern assumption, and the company has assessed its ability to continue as a going concern without any identified issues [15]. Important Accounting Policies - The company adheres to significant accounting policies and estimates as per accounting standards, ensuring that the financial statements reflect its financial condition and operating results accurately [15][16].

Core Viewpoint - The legal opinion letter from Beijing Jiayuan Law Firm confirms that Fengshen Tire Co., Ltd. is eligible to issue A-shares to specific investors in compliance with relevant laws and regulations [2][5][21]. Group 1: Issuance Authorization and Approval - The issuance has been authorized and approved according to the requirements of the Company Law and the company's articles of association, ensuring that the relevant resolutions are legal and effective [7][21]. - The issuance is directed towards specific investors and does not involve public solicitation, aligning with the Securities Law [8][12]. Group 2: Issuance Conditions - The issuance meets the conditions set forth in the Company Law, including that each share has the same rights and the issuance price is not lower than the par value [7][8]. - The issuance complies with the Registration Management Measures, with no changes in the use of previously raised funds and no significant issues in the financial reports audited by Yongcheng [9][10]. Group 3: Company Structure and Control - The major shareholder, China National Chemical Corporation, holds 57.50% of the shares, and the actual controller is the State-owned Assets Supervision and Administration Commission, ensuring that the control of the company remains unchanged post-issuance [10][16]. - The company has not engaged in significant illegal activities that would harm the interests of investors or the public in the last three years [10][14]. Group 4: Fund Utilization - The funds raised will be used for the high-performance giant engineering radial tire expansion project, which aligns with the company's main business and complies with national industrial policies [11][20]. - The project has received necessary approvals from relevant authorities, ensuring compliance with environmental and land management laws [11][20]. Group 5: Legal Compliance and Risk Management - The company has confirmed that there are no significant legal risks or pending litigation that could adversely affect the issuance [20][21]. - The legal opinion emphasizes that the issuance will not lead to any significant adverse effects on the company's operations or its independence [20][21].

Group 1 - The company has received acceptance from the Shanghai Stock Exchange for its application to issue A-shares to specific investors for the year 2025 [1] - The application documents submitted by the company were found to be complete and in compliance with legal requirements by the Shanghai Stock Exchange [1] - The issuance of A-shares is subject to further review by the Shanghai Stock Exchange and approval from the China Securities Regulatory Commission [2] Group 2 - The company will fulfill its information disclosure obligations in accordance with relevant laws and regulations as the process progresses [2] - There is uncertainty regarding the timeline and outcome of the review and approval process by the Shanghai Stock Exchange and the China Securities Regulatory Commission [2]

Core Viewpoint - Fengshen Co., Ltd. plans to raise up to 1.1 billion yuan through a private placement of A-shares to fund its "High-Performance Giant Engineering Radial Tire Capacity Expansion Project," aiming to enhance market share in the domestic giant tire sector, which is currently dominated by international brands [2][3][4]. Group 1: Fundraising and Project Details - The total investment for the capacity expansion project is estimated at 1.464 billion yuan, with the company covering any shortfall through self-raised funds [3]. - The project aims to increase annual production capacity by approximately 20,000 giant engineering radial tires, with expected annual revenue of 1.563 billion yuan and profit of 427 million yuan once fully operational [4]. - The project is set to be constructed on existing land in Jiaozuo, Henan Province, and has already incurred expenditures of 153 million yuan for equipment and other costs [4]. Group 2: Market Position and Competition - The company emphasizes the need for R&D investment and technological innovation in the giant engineering radial tire sector, as it is still in its early stages in China [3]. - Currently, over 90% of the company's giant engineering radial tire sales revenue comes from overseas markets, particularly Eastern Europe and Central Asia, which account for about 60% of total revenue [6]. Group 3: Financial Risks and Challenges - The company has a high debt-to-asset ratio, reported at 59.29%, 54.91%, 55.17%, and 54.52% for the years 2022 to 2025, indicating potential solvency risks [5]. - The ability to absorb new production capacity is contingent on market conditions, competitive dynamics, and industry policies, with potential risks if market environments change unfavorably [5][6]. - The approval process for the private placement is subject to review by the Shanghai Stock Exchange and the China Securities Regulatory Commission, introducing uncertainty regarding the timeline and outcome [6].