Core Points - The company held its 14th meeting of the 9th Board of Directors on September 25, 2025, where all 7 attending directors unanimously agreed to waive the 5-day advance notice requirement [1] - The meeting approved the appointment of Mr. Guo Zhanqiang as the Vice General Manager, effective from the date of the board's approval until the current board's term ends [1] - The proposal for the appointment was reviewed and approved by the company's Board of Directors Nomination Committee before being submitted for board approval [1] Voting Results - The voting results showed 7 votes in favor, 0 against, and 0 abstentions [2] Announcement - The announcement was made by the Board of Directors of the company on September 26, 2025 [3]

股票代码：600469 股票简称：风神股份 公告编号：临 2025-061 风神轮胎股份有限公司 第九届董事会第十四次会议决议公告 本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董事会 2025 年 9 月 26 日 附件：候选人简历 郭占强先生，42岁，中共党员，大学本科。现任风神轮胎股份有限公司焦作 分公司副总经理，HSE总监，设备管理部部长。曾任本公司西区生产基地党总支书 记，制造部副部长，工段经理。 风神轮胎股份有限公司（以下简称"公司"）第九届董事会第十四次会议通 知于 2025 年 9 月 22 日以电子邮件和电话通知方式发出，全体董事一致同意豁免 提前 5 日通知时限的要求。会议于 2025 年 9 月 25 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《关于聘任公司副总经理的议案》。 与会董事一致同意聘任郭占强先生任公司副总经理。任期自董事会 ...

Group 1 - The company Fengshen Co., Ltd. announced on September 25 that its 14th meeting of the 9th board of directors was held, combining on-site and remote voting methods [1] - The meeting reviewed the proposal regarding the appointment of the company's deputy general manager and other documents [1] Group 2 - On the anniversary of "9.24", the total market value of A-shares exceeded 116 trillion yuan, indicating significant changes in the Chinese capital market [1]

Group 1 - The core viewpoint of the articles highlights the performance and trends in the Chinese rubber tire industry, particularly focusing on the production statistics for the year 2025 [1][2] - According to the National Bureau of Statistics, the production of rubber tire outer tires in China for May 2025 is projected to be 10,199 million units, reflecting a year-on-year decrease of 1.2% [1] - Cumulatively, from January to May 2025, the total production of rubber tire outer tires in China reached 48,896.2 million units, indicating a cumulative growth of 2.8% [1] Group 2 - The listed companies in the rubber tire industry include Linglong Tire (601966), Triangle Tire (601163), Sailun Tire (601058), Guizhou Tire (000589), Fengshen Co., Ltd. (600469), Qingdao Doublestar (000599), General Co., Ltd. (601500), and S. Jiatong (600182) [1] - The report titled "2025-2031 China Rubber Tire Outer Tire Industry Market Analysis and Industry Trend Research Report" was published by Zhiyan Consulting, a leading industry consulting firm in China [1][2]

Core Viewpoint - Fengshen Co., Ltd. has experienced a decline in stock price and significant changes in financial performance, indicating potential challenges in the tire manufacturing industry [1][2]. Company Performance - As of September 19, Fengshen's stock price decreased by 2.02%, trading at 5.83 CNY per share with a market capitalization of 4.253 billion CNY [1]. - Year-to-date, the stock price has dropped by 4.74%, with a 5-day decline of 5.82% and a 20-day decline of 5.82%. However, there was a 4.11% increase over the past 60 days [2]. - For the first half of 2025, Fengshen reported revenue of 3.518 billion CNY, reflecting a year-on-year growth of 11.71%. However, the net profit attributable to shareholders was 103 million CNY, a significant decrease of 55.38% year-on-year [2]. Shareholder Information - As of June 30, the number of shareholders increased to 23,300, up by 0.88% from the previous period. The average number of circulating shares per shareholder decreased by 0.87% to 31,269 shares [2]. Business Overview - Fengshen Co., Ltd. specializes in the research, design, development, production, and import-export of tires, with tire-related revenue accounting for 96.63% of total income [2]. - The company is categorized under the automotive industry, specifically in the tire and wheel components sector, and is associated with several concepts including state-owned enterprise reform and small-cap stocks [2].

Group 1 - The core viewpoint of the news is that Windpower Co., Ltd. has experienced a decline in stock price and mixed financial performance, with a notable drop in net profit despite revenue growth [1][2]. - As of September 18, Windpower's stock price was 5.97 yuan per share, with a market capitalization of 4.355 billion yuan and a trading volume of 36.19 million yuan [1]. - The company has seen a year-to-date stock price decrease of 2.45%, with a 4.48% drop over the last five trading days [1]. Group 2 - For the first half of 2025, Windpower reported a revenue of 3.518 billion yuan, reflecting a year-on-year growth of 11.71%, while the net profit attributable to shareholders was 103 million yuan, down 55.38% year-on-year [2]. - The company has distributed a total of 1.194 billion yuan in dividends since its A-share listing, with 277 million yuan distributed over the past three years [3]. - Windpower's main business involves tire research, design, development, production, and import-export operations, with tires accounting for 96.63% of its revenue [1].

Core Viewpoint - Windson Co., Ltd. plans to issue shares to specific investors to raise 1.1 billion yuan for the "High-Performance Giant Engineering Radial Tire Expansion Project" [1][3] Company Announcement Summary - The total investment for the project is 1.464 billion yuan, which will add approximately 20,000 units of production capacity upon reaching full production [1][3] - The internal rate of return for the project is 22.86% after tax, with a payback period of 6.36 years, including the construction period [1][3] - The products from this project will primarily be sold overseas, with over 3,000 signed contract orders and more than 8,700 winning orders [1][3] - The issuance will include up to 35 specific investors, including the controlling shareholder, Rubber Company, which will have an 18-month lock-up period for the subscribed shares [1][3] - The share issuance is subject to approval from the Shanghai Stock Exchange and registration approval from the China Securities Regulatory Commission, with uncertain timelines for these approvals [1][3]

Core Viewpoint - Fengshen Tire Co., Ltd. has provided a detailed response to the Shanghai Stock Exchange's inquiry regarding its stock issuance application, focusing on financial accounting issues and addressing aspects such as fundraising projects, business operations, and other related matters [1] Fundraising Projects: Capacity Expansion and Market Opportunities - The fundraising project is aimed at expanding the production capacity of high-performance giant engineering radial tires, with a total investment of 1.46369 billion yuan and planned fundraising of 1.1 billion yuan. The project is expected to add approximately 20,000 units of production capacity, with an internal rate of return of 22.86% and a payback period of 6.36 years [2] Product Relevance and Market Outlook - The project focuses on existing giant engineering radial tire products, which will see significant improvements in key performance indicators compared to current products. The global market for giant engineering radial tires has shown growth, increasing from 167,000 units in 2017 to 215,000 units in 2022, with a compound annual growth rate (CAGR) of 5.2%. It is projected to reach 358,000 units by 2027. The Chinese market has also experienced significant growth, with a CAGR of 12.47% from 2017 to 2022, expected to reach 63,000 units by 2027 [3] Capacity Planning and Absorption Capability - Fengshen Tire's current production capacity utilization for giant engineering radial tires is high, with annual production increasing. Given the anticipated market demand growth, the capacity planning for the fundraising project is deemed reasonable. The company has the ability to absorb this capacity, with sales steadily increasing and a strong order backlog. The sales system is improving, with products sold in over 140 countries and regions, supported by enhanced technical research and development capabilities [4] Benefit Assessment and Financing Scale - The benefit assessment for the fundraising project is based on reasonable key metrics such as sales price, volume, and cost, aligning with the company's existing business and industry trends. The sales price is calculated at 80% of the average over the past five years, while raw material and energy costs are projected to increase by 20%. The financing scale is justified, with a funding gap of 1.298894 billion yuan as of June 30, 2025, exceeding the planned fundraising amount of 1.1 billion yuan [5] Business Operations: Performance Fluctuations and Financial Status - The company's revenue has steadily increased, but the net profit attributable to shareholders has fluctuated significantly due to raw material price volatility affecting gross margins and investment income from joint ventures. In 2023, profits improved due to low raw material prices and product structure adjustments, while 2024 and the first half of 2025 are expected to see declines in net profit due to rising raw material prices and decreased investment income [6] Accounts Receivable and Inventory Management - The increase in accounts receivable is consistent with revenue growth, indicating a reasonable trend. The company does not have a policy of relaxing credit terms for major customers, and the provision for bad debts has been decreasing, suggesting adequate overall provisions with no significant recovery risks for long-term receivables [7] - The inventory scale aligns with production and operational conditions, with a reasonable provision for inventory impairment. The inventory turnover rate is increasing, and the aging of inventory is short, indicating effective inventory management [8] Other Matters: Distribution Model and Financial Investments - The distribution model accounts for a high proportion of revenue, aligning with market demand structures. The replacement market size for the distribution model exceeds that of the direct sales model, and the gross margin for distribution is generally higher. Over 95% of overseas revenue is generated through the distribution model, with stable long-term relationships with major distributors [9] - As of June 30, 2025, the company does not have significant financial investments or long-term financial activities. There have been no financial investments implemented or planned in the six months prior to the board resolution for this issuance [11]

北京市嘉源律师事务所 关于风神轮胎股份有限公司 2025 年度向特定对象发行 A 股股票的 补充法律意见书（一） 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 二〇二五年九月 | 第一部分 关于《问询函》相关问题的回复 | 6 | | --- | --- | | 一、关于募投项目与融资规模 | 6 | | 二、关于其他之 3.1 | 10 | | 三、关于其他之 3.4 | 15 | | 第二部分 本次发行相关事项的更新及补充信息披露 | 20 | | 一、本次发行的授权和批准 | 20 | | 二、本次发行的主体资格 | 20 | | 三、本次发行的实质条件 | 20 | | 四、公司的主要股东、控股股东及实际控制人 | 26 | | 六、公司的独立性 | 27 | | 七、公司的业务 | 27 | | 八、关联交易及同业竞争 | 28 | | 九、公司的主要财产 | 41 | | 十、公司的重大债权债务 | 43 | | 十一、公司的重大资产变化及收购兼并 | 47 | | 十二、公司章程的制定与修改 | 47 | | 十三、公司股东会、董事会议事规则及规范运作 | 47 | | 十四、公司 ...

股票代码：600469 股票简称：风神股份 公告编号：临 2025-060 风神轮胎股份有限公司 关于向特定对象发行 A 股股票申请文件的审核问询函 回复的提示性公告 风神轮胎股份有限公司（以下简称"公司"）收到上海证券交易所（以下简称 "上交所"）于 2025 年 8 月 22 日出具的《关于风神轮胎股份有限公司向特定对象 发行股票申请文件的审核问询函》（上证上审（再融资）〔2025〕256 号）（以下简 称"《审核问询函》"）。上交所审核机构对公司向特定对象发行股票申请文件进行 了审核，并形成了审核问询问题。 2025 年 9 月 12 日 公司收到《审核问询函》后，按照要求会同相关中介机构就《审核问询函》 提出的问题进行了认真研究和逐项落实，并逐项做了说明和回复。具体内容详见 公司在上交所网站（www.sse.com.cn）同步披露的《关于风神轮胎股份有限公司 向特定对象发行股票申请文件的审核问询函的回复报告》等相关文件。 公司本次向特定对象发行 A 股股票事项尚需上交所审核通过，并获得中国证 券监督管理委员会同意注册后方可实施。最终能否通过上交所审核，并获得中国 证券监督管理委员会同意注册的决定及其时 ...