证券代码：000599 证券简称：青岛双星 公告编号：2025-40 青岛双星股份有限公司 2025 年第二次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东会未出现否决议案的情形； 2.本次股东会未涉及变更以往股东会决议。 一、会议召开和出席情况 1.会议召开情况： 召开时间：2025 年 10 月 16 日下午 2:30 现场会议召开地点：山东省青岛市黄岛区两河路 666 号六楼会议室 召开方式：现场投票和网络投票相结合的方式 召集人：公司第十届董事会 主持人：董事长柴永森 本次股东会的召开符合有关法律、行政法规、部门规章、规范性文件和公司 章程的规定。 2.股东总体出席情况： 通过现场和网络投票的股东590人，代表股份68,991,543股，占公司有表决 权股份总数的8.4470％。 （1）现场会议出席情况 通过现场投票的股东1人，代表股份5,731,631股，占公司有表决权股份总数 的0.7018％。 （2）网络投票情况 通过网络投票的股东589人，代表股份63,259,912股，占公司有表决权股份 总数的7 ...

北京德恒律师事务所 关于青岛双星股份有限公司 2025 年第二次临时股东会的 法律意见 北京市西城区金融街 19 号富凯大厦 B 座 12 层 电话：010-52682888 传真：010-52682999 邮编：100033 北京德恒律师事务所 关于青岛双星股份有限公司 2025 年第二次临时股东会的法律意见 北京德恒律师事务所 关于青岛双星股份有限公司 2025 年第二次临时股东会的 法律意见 德恒 01F20231080-15 号 致：青岛双星股份有限公司 青岛双星股份有限公司（以下简称"公司"）2025 年第二次临时股东会（以 下简称"本次会议"）于 2025 年 10 月 16 日（星期四）召开。北京德恒律师事务 所（以下简称"德恒"）受公司委托，指派李广新律师、李嘉慧律师（以下简称"德 恒律师"）出席了本次会议。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》"）、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》"）、《青岛 双星股份有限公司章程》（以下简称"《公司章程》"）的规定，德恒律师就本次 会议的召集、召开程序 ...

Group 1 - The core viewpoint of the news is that the China-South Korea Free Trade Zone concept has experienced a decline of 0.91%, ranking among the top declines in concept sectors, with specific stocks like ST Xinhua Jin hitting the daily limit down [1][3] - The main stocks within the China-South Korea Free Trade Zone concept that saw significant declines include Rizhao Port, Qingdao Food, and Qingdao Port, which contributed to the overall downturn of the sector [1][2] Group 2 - The China-South Korea Free Trade Zone concept faced a net outflow of 0.24 billion yuan in capital today, with nine stocks experiencing net outflows, led by Rizhao Port with a net outflow of 13.43 million yuan [2] - Other notable stocks with significant net outflows include Liao Port Co. with 11.94 million yuan, Qingdao Jinwang with 9.12 million yuan, and Haicheng Bangda with 2.05 million yuan [2] - Conversely, stocks such as Qingdao Double Star, Langzi Co., and Lianyungang saw net inflows of 7.49 million yuan, 6.34 million yuan, and 1.62 million yuan respectively [2]

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]

Group 1 - The concept of the China-South Korea Free Trade Zone rose by 0.28%, ranking 6th among concept sectors in terms of growth, with five stocks increasing in value [1] - Notable gainers in the China-South Korea Free Trade Zone sector included Xinhua Jin, which hit the daily limit, and Lianyungang, Qingdao Double Star, and Qingdao Port, which rose by 5.23%, 1.12%, and 0.82% respectively [1] - The sector experienced a net inflow of 0.37 billion yuan, with Xinhua Jin leading the inflow at 44.42 million yuan, followed by Lianyungang and Qingdao Port with net inflows of 26.49 million yuan and 7.94 million yuan respectively [2][3] Group 2 - Xinhua Jin had the highest net inflow ratio at 17.20%, followed by Lianyungang at 4.06% and Qingdao Port at 3.82% [3] - The overall performance of the China-South Korea Free Trade Zone concept was supported by significant trading activity, with Xinhua Jin showing a trading turnover rate of 10.40% [3] - Conversely, stocks such as Qingdao Jinwang and Zhongchuang Logistics faced declines of 4.21% and 1.75% respectively, indicating mixed performance within the sector [4]

Group 1 - The core viewpoint of the news is that the China-South Korea Free Trade Zone concept has experienced a decline of 2.51%, ranking among the top declines in concept sectors [1][2] - Within the China-South Korea Free Trade Zone concept, stocks such as Xinhua Jin, Lianyungang, and Langzi Co. have seen significant declines [1][2] - The main funds have net outflows of 0.96 billion yuan from the China-South Korea Free Trade Zone concept today, with nine stocks experiencing net outflows, and five stocks seeing outflows exceeding 10 million yuan [2] Group 2 - The stock with the highest net outflow is Liaoport Co., with a net outflow of 26.89 million yuan, followed by Lianyungang and Qingdao King with net outflows of 25.68 million yuan and 24.12 million yuan respectively [2] - The stocks with the highest net inflows include Xinhua Jin, with a net inflow of 13.61 million yuan, followed by Chunxue Food and Qingdao Food with net inflows of 1.99 million yuan and 0.87 million yuan respectively [2] - The table lists the stocks in the China-South Korea Free Trade Zone concept with their respective daily price changes, turnover rates, and main fund flows, highlighting the performance of individual stocks [2]

Core Viewpoint - Qingdao Double Star (000599.SZ) provided a detailed explanation regarding the apparent contradiction of rising raw material procurement prices in 2024 while experiencing a decrease in unit direct material costs in response to the CSRC's inquiry letter [1] Group 1: Raw Material Price Changes - In 2024, the procurement prices for natural rubber and synthetic rubber from Kumho Tire increased by 29.08% and 13.99% year-on-year, respectively [1] - Despite the increase in rubber prices, the unit direct material cost decreased by 5.93% [1] Group 2: Factors Influencing Cost Changes - The decrease in unit direct material costs is influenced by three main factors: 1. The decline in prices of other raw materials such as tire cord, carbon black, and steel wire, which fell by 8.42%, 2.97%, and 9.44% respectively, offsetting the impact of rising rubber prices [1] 2. The lag effect in cost transmission, where the average time from procurement to cost recognition is 3-4 months, meaning that the raw materials consumed in 2024 primarily correspond to purchases made between September 2023 and August 2024, a period with relatively moderate rubber price increases [1] 3. Exchange rate fluctuations, with the average exchange rate of the Korean won to the Chinese yuan resulting in a decrease of approximately 2.95 percentage points in unit costs when calculated in RMB [1] Group 3: Cost Accounting Practices - The company adheres strictly to enterprise accounting standards in its cost accounting system, employing a weighted average method for inventory valuation and maintaining a standardized cost aggregation process [1]

Core Viewpoint - Qingdao Double Star Co., Ltd. is advancing the issuance of shares, cash asset purchases, and fundraising for related transactions, with a focus on the asset evaluation of Kumho Tire, ensuring fair pricing through careful analysis of key parameters in the income approach [1][4]. Group 1: Key Parameters in Income Approach Evaluation - Sales Price Forecast: The average sales price for Kumho Tire is predicted based on the 2022-2023 market averages, considering the lag in rubber price transmission and the company's pricing power [2]. - Sales Volume Forecast: Historical sales data, industry forecasts, and company plans indicate reasonable sales volume growth aligned with production capacity [2]. - Cost Forecast: Direct material costs are cautiously adjusted based on 2023 unit costs, while logistics and labor costs are predicted based on historical data and company planning [2]. - Tax and Fee Forecast: Taxes are estimated based on regional rates and revenue projections, ensuring accuracy in the evaluation [3]. Group 2: Goodwill Impairment and Other Evaluation Points - Goodwill Impairment Testing: Differences in gross margin and discount rates are noted, with careful selection of parameters ensuring accurate evaluations [3]. - Deferred Tax Assets and Liabilities: Evaluations are based on regional policies and case progress, confirming the accuracy of assessments [3]. - Minority Shareholder Rights in Kumho Vietnam: Valuation is determined using the income approach based on revenue and cash flow forecasts [3]. Group 3: Operational Performance and Transaction Fairness - Kumho Tire's operational performance in 2024 and the first half of 2025 is strong, with minimal discrepancies from forecast data [4]. - The company mitigates negative impacts from international trade friction through strategic capacity planning and competitive enhancements [4]. - Overall, the income approach evaluation parameters are selected cautiously, with accurate and objective forecasting, ensuring fair transaction pricing in compliance with regulatory standards [4].

Core Viewpoint - Qingdao Double Star Co., Ltd. is progressing with its asset acquisition and fundraising plan, addressing various inquiries from the Shenzhen Stock Exchange regarding overseas approvals, performance commitments, and asset ownership [1][2]. Group 1: Approval Process - The transaction requires approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission. Domestic approvals have been obtained from relevant authorities, including the Qingdao State-owned Assets Supervision and Administration Commission [2]. - The Vietnam National Competition Committee has unconditionally approved the economic concentration involved in the transaction, with no other countries requiring related reviews or filings [2]. Group 2: Integration Plan - Post-transaction, Qingdao Double Star will maintain control over the target company through its existing governance structure, ensuring stability among key management personnel [3]. - Specific integration plans have been established across business, assets, finance, personnel, and institutions, aiming for synergy in product structure optimization, market promotion, supply chain integration, and R&D [3]. Group 3: Asset Ownership and Performance Disclosure - The ownership of the target assets is clear, with no substantial obstacles to the transaction. The target company's assets are not subject to significant encumbrances, and ongoing projects are progressing without major adverse impacts on operations [4]. - The reported revenues for the target assets were 1,858.09 million, 2,198.65 million, and 1,159.80 million, with net profits of -32.86 million, 101.84 million, and 94.88 million during the respective periods [4]. Group 4: Overall Transaction Impact - The transaction aligns with relevant regulations and is expected to enhance the company's operational capabilities and competitiveness in the global tire market [5].

Core Viewpoint - The report from Ernst & Young highlights the operational performance and synergies of Qingdao Double Star Co., Ltd. and its subsidiaries, indicating a transition from loss to profit in recent financial periods [1][4]. Financial Performance - The revenue of the target assets for the reporting periods were 185,809.336 million, 219,864.934 million, and 115,980.474 million, while the net profits were -3,286.366 million, 1,018.392 million, and 948.765 million, showing a shift from loss to profit [1]. - The company has experienced a significant improvement in net profit, moving from a loss in the first period to profits in the subsequent periods [1]. Audit and Verification - The audit report noted low response rates from some overseas clients due to cultural and procedural complexities, but alternative procedures were employed to verify sales and purchases [2]. - The rebate policy has seen an increase due to enhanced market development efforts in key regions like Europe and North America, with no significant changes in core rebate policies [2]. Industry Context - The global tire consumption saw an increase from 2015 to 2017, stabilized from 2017 to 2019, and experienced a decline in 2020, with a gradual recovery thereafter [3]. - The target company's performance trends align with industry peers, although historically, it has underperformed due to various operational challenges [3]. Cost Structure and Variability - The main business costs remain stable, with significant impacts from raw material prices and shipping costs [4]. - Despite anticipated increases in raw material prices in 2024, the unit costs of direct materials are expected to decrease due to price offsets and currency fluctuations [4]. - The company has implemented operational improvements post-acquisition by Double Star Group, leading to enhanced performance and asset quality [4].