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 保荐机构（主承销商） （北京市朝阳区建国门外大街1号国贸大厦2座27层及28层） 二〇二五年九月 7-1-1 上海证券交易所： 根据贵所于 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"问 询函"），风神轮胎股份有限公司（以下简称"风神轮胎"、"公司"或"发行人"） 与保荐机构中国国际金融股份有限公司（以下简称"保荐机构"）、北京市嘉源律师事 务所（以下简称"发行人律师"）、容诚会计师事务所（特殊普通合伙）（以下简称 "发行人会计师"）对问询函所涉及的问题认真进行了逐项核查和落实，同时按照问 询函的要求对《风神轮胎股份有限公司向特定对象发行 A 股股票募集说明书》（以下简 称"募集说明书"）进行了修订和补充，现回复如下，请予审核。 如无特别说明，本回复报告中的简称与《风神轮胎股份有限公司 2025 年度向特定 对象发行股票募集说明书》中"释义"所定义的简称具有相同含义，所用字体对应内 容如下： | 问询函所列问题 | 黑 ...

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中有关财务会计问题的专项说 明 容诚专字[2025]230Z1940 号 容诚会计师事务所（特殊普通合伙） 中国 北京 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 22 号 1 幢 10 层 1001-1 至 1001-26 (100037) TEL:010-6600 1391 FAX:010-6600 1392 E-mail:bj@rsmchina.com.cn https://www.rsm.global/china/ 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 询函中有关财务会计问题的专项说明 容诚专字[2025]230Z1940 号 上海证券交易所： 根据贵所 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洵函》（以下简称 "问询函"）的要求，容诚会计师 事务所（特殊普通合伙）（以下简称"申报会计师"或"我们"）本着勤勉尽责、诚 实守信的原则，对问询函中提到的需要申报会计师说明或发表意见的问题进行了 认真核查。现做专项说明如下（本说明中 2025 年 ...

Investment Rating - The report assigns an "Accumulate" rating to the company, indicating a potential increase of 5% to 15% relative to the CSI 300 index over the next six months [15]. Core Views - The company reported a revenue of 3.518 billion yuan for the first half of 2025, representing a year-on-year growth of 11.71%. However, the net profit attributable to shareholders decreased by 55.38% to 103 million yuan, with a non-recurring net profit of 92 million yuan, down 57% year-on-year [3][5]. - The company is a leader in the truck tire and non-road tire market in China, with a comprehensive range of products sold in over 140 countries. The company has implemented refined operational strategies to enhance product structure and optimize market adjustments, leading to growth in both domestic and international sales [3][5]. - The average selling price of tires increased by 0.8% to 1,157 yuan per tire, while tire production rose by 7% to 2.9966 million units, and sales increased by 10.25% to 2.9532 million units [3][5]. - The company's gross margin for the first half of 2025 was 14.90%, down 3.89 percentage points year-on-year, primarily due to rising raw material costs, which increased by 6.23% compared to the previous year [3][5]. - In the second quarter of 2025, tire production and sales showed positive growth, with production at 1.5432 million units (up 1.78% year-on-year) and sales at 1.586 million units (up 11.67% year-on-year) [3][5]. - The company is making significant progress in its giant tire project, which is expected to provide long-term growth momentum. The project has completed all pre-construction approvals and is now in the substantial construction phase [5][6]. - The earnings per share (EPS) for 2025 and 2026 are projected to be 0.42 yuan and 0.62 yuan, respectively, with corresponding price-to-earnings (PE) ratios of 15.06 and 10.13 based on the closing price of 6.25 yuan on September 8 [5][6].

Core Viewpoint - Guohai Securities report indicates that Fengshen Co., Ltd. is experiencing a dual boost in domestic and overseas sales in H1 2025, with the 20,000 sets of giant tire projects progressing steadily. The company achieved a net profit attributable to shareholders of 103 million yuan in the first half of the year, a year-on-year decrease of 55.38% due to a 6.23% increase in raw material procurement prices and stable sales prices compared to the previous year, leading to a decline in product profitability [1] Domestic Market Performance - In the domestic market, the release of new production capacity has increased supply and demand pressure, resulting in intensified industry competition. The company continues to promote product structure upgrades and optimize market structure adjustments, launching new products and implementing precise marketing strategies. Domestic sales volume increased by 9.78% year-on-year, while revenue rose by 13.26% [1] Overseas Market Performance - In the overseas market, the global economic downturn has led to a decline in customer purchasing power, compounded by intensified competition. The company actively explores weaker markets through channel penetration and optimizes product structure in advantageous markets to increase sales opportunities. Sales volume in overseas markets increased by 10.97% year-on-year, with revenue rising by 8.78% [1] Company Positioning and Future Outlook - The company, a listed entity under China National Chemical Corporation, aims to build a world-class industrial tire manufacturing enterprise with the design and production capabilities for a full range of truck, bus, and off-road tires. The 20,000 sets of giant tire projects are progressing steadily, and the performance and brand recognition of its products are continuously improving. The company's growth potential is viewed positively, maintaining a "buy" rating [1]

Core Viewpoint - Fengshen Co., Ltd. announced that it will hold a semi-annual performance briefing for 2025 on September 23, 2025, from 16:00 to 17:00 [2] Summary by Relevant Categories - **Company Announcement** - The company will conduct a performance briefing to discuss its financial results for the first half of 2025 [2] - The scheduled time for the briefing is set for September 23, 2025, between 16:00 and 17:00 [2] - **Industry Context** - The announcement reflects the company's commitment to transparency and communication with stakeholders regarding its financial performance [2]

Group 1 - The company will hold a half-year performance briefing on September 23, 2025, from 16:00 to 17:00 [1][2] - The briefing will take place at the Shanghai Stock Exchange Roadshow Center and will be conducted in an interactive online format [1][2] - Investors can submit questions before the event through the Roadshow Center website or via the company's email [1][2] Group 2 - Key participants in the briefing will include the company's Chairman and General Manager Wang Jianjun, independent directors, and other relevant personnel [2] - The company will address common investor concerns during the briefing, adhering to information disclosure regulations [2] - After the briefing, investors can access the main content and details of the event on the Roadshow Center website [2]

会议召开地点：上海证券交易所上证路演中心（网址： http://roadshow.sseinfo.com） 会议召开方式：上证路演中心网络互动 投资者可于 2025 年 9 月 22 日(星期一)16:00 前登录上证路演中心网站首 页点击"提问预征集"栏目或通过公司邮箱 (company@aeolustyre.com)进行提问， 公司将在说明会上对投资者普遍关注的问题进行回答。 股票代码：600469 股票简称：风神股份 公告编号：临 2025-059 风神轮胎股份有限公司 关于召开 2025 年半年度业绩说明会的公告 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。 重要内容提示： 会议召开时间：2025 年 9 月 23 日(星期二)下午 16:00-17:00 风神轮胎股份有限公司（以下简称"公司"）已于 2025 年 8 月 28 日发布公司 2025 年半年度报告，为便于广大投资者更全面深入地了解公司 2025 年半年度的经 营成果、财务状况，公司拟于 2025 年 9 月 23 日下午 16:00-17:00 ...

Market Trends - The domestic market indices showed a decline, with the Shanghai Composite Index closing at 3,765.88, down 1.25%, and the Shenzhen Component Index down 2.83% [4] - The overall market saw a significant increase in trading volume, with A-share transaction amounts reaching 14.92 trillion yuan, a 15.29% increase week-on-week [7] Industry Commentary - The non-bank financial sector reported a substantial increase in brokerage performance, with 42 listed brokerages achieving a total revenue of 251.87 billion yuan, a year-on-year increase of 11.37%, and a net profit of 104.02 billion yuan, up 65.08% [6][7] - The communication sector is experiencing a surge in demand, particularly driven by Alibaba Cloud's Q2 performance, which exceeded expectations with a revenue increase of 26% to 33.4 billion yuan [8] Company Insights - Huafeng Technology (688629.SH) reported a significant revenue increase of 128.26% year-on-year, reaching 1.105 billion yuan in H1 2025, with a net profit of 151 million yuan, up 940.64% [10] - China General Nuclear Power Corporation (01164.HK) faced a revenue decline of 58% to 1.709 billion HKD in H1 2025, primarily due to accounting standards affecting trade business [12] - Kangchen Pharmaceutical (603590.SH) achieved a revenue of 460 million yuan in H1 2025, reflecting a growth of 13.8% [14] - Longjiang Securities (000783.SZ) reported a significant recovery in investment business, with a notable increase in operating performance [28] Investment Recommendations - The report suggests a "Buy-B" rating for Huafeng Technology, anticipating continued growth in the domestic AI server market and communication modules [10][11] - For China General Nuclear Power, a "Buy-B" rating is maintained, with expectations of recovery in profitability driven by strategic contracts and market demand [13] - Kangchen Pharmaceutical is also rated "Buy-B," with projected revenue growth driven by innovative drug development [14] Future Projections - Huafeng Technology is expected to continue benefiting from the domestic AI server market, with projections indicating a strong performance in the coming years [10][11] - China General Nuclear Power anticipates a rebound in net profit, with estimates of 3.76 billion HKD in 2025, growing significantly in subsequent years [13] - Kangchen Pharmaceutical forecasts revenues of 9.41 billion yuan by 2027, indicating robust growth potential [14]

Core Viewpoint - The company reported a mixed performance in its 2025 H1 results, with revenue growth but a significant decline in net profit, indicating challenges in profitability despite increased sales volume and improved margins in Q2 [1][2] Group 1: Financial Performance - In 2025 H1, the company achieved total revenue of 3.52 billion yuan, a year-on-year increase of 11.7%, while net profit attributable to shareholders was 100 million yuan, down 55.4% year-on-year [1] - For Q2 2025, total revenue reached 1.89 billion yuan, with quarter-on-quarter growth of 12.4% and year-on-year growth of 15.9%. However, net profit for Q2 was 70 million yuan, showing a significant decline of 52.2% quarter-on-quarter but a recovery of 164.7% year-on-year [1][2] - The average selling price of tire products increased by 1.81% quarter-on-quarter and 1.35% year-on-year in Q2 2025, contributing to improved sales margins [2] Group 2: Production and Sales - The company produced 2.996 million tires in H1 2025, a year-on-year increase of 7%, with sales reaching 2.953 million tires, up 10.3% year-on-year [2] - In Q2 2025, tire sales were 1.586 million units, reflecting a quarter-on-quarter increase of 11.7% and a year-on-year increase of 16.0% [2] Group 3: Raw Material Costs and Future Outlook - Raw material costs have significantly decreased, with the raw material price index at 114.6 as of August 31, 2025, down 8.8% from the average of 2024. This decline is expected to positively impact the company's margins in Q3 2025 [2] - The company is focusing on the specialty tire segment, particularly in giant tires, with a project aimed at increasing production capacity by 20,000 units, expected to generate annual revenue of approximately 1.563 billion yuan upon completion [3] Group 4: Investment Potential - The projected net profits for 2025-2027 are 300 million, 450 million, and 670 million yuan, respectively, with corresponding price-to-earnings ratios of 15, 10, and 7 times, indicating potential for future growth [4]

Investment Rating - The report assigns a "Buy-B" rating to the company, indicating an upward adjustment in the investment outlook [2][6]. Core Insights - The company reported a total revenue of 3.52 billion yuan for H1 2025, reflecting a year-on-year increase of 11.7%, while the net profit attributable to shareholders decreased by 55.4% to 100 million yuan [3][4]. - In Q2 2025, the company achieved a total revenue of 1.89 billion yuan, with a quarter-on-quarter increase of 12.4% and a year-on-year increase of 15.9% [3][4]. - The company is initiating the construction of a 20,000-unit giant tire project, which is expected to enhance its product matrix and drive future revenue growth [6]. Financial Performance - For H1 2025, the company produced 2.996 million tires, a 7% increase year-on-year, and sold 2.953 million tires, a 10.3% increase year-on-year [4]. - The average selling price of tire products in Q2 2025 increased by 1.81% quarter-on-quarter and 1.35% year-on-year [4]. - The gross profit margin and net profit margin for Q2 2025 were 16.14% and 3.96%, respectively, showing improvements of 2.67 and 2.22 percentage points quarter-on-quarter [4]. Raw Material Costs - The raw material price index decreased by 8.8% compared to the average value in 2024, which is expected to positively impact the company's margins in Q3 2025 [5]. Growth Potential - The company has seen significant growth in its specialty tire segment, particularly in giant tires, with sales increasing from approximately 3,100 units in 2021 to over 5,900 units in 2024, representing a compound annual growth rate of nearly 80% [6]. - The giant tire project, with a total investment of approximately 1.464 billion yuan, is expected to generate annual revenue of about 1.563 billion yuan upon reaching full production [6]. Earnings Forecast - The projected net profits for the company from 2025 to 2027 are 300 million yuan, 450 million yuan, and 670 million yuan, respectively, with corresponding price-to-earnings ratios of 15, 10, and 7 times [6].